UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark one)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934

For the fiscal year ended December 31, 2005

|_|   TRANSITION  REPORT UNDER SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
      ACT OF 1934

               For the transition period from ________ to ________

                        Commission file number: 005-79752

                              The Tube Media Corp.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                  Delaware                                   84-1557072
  ----------------------------------------          ----------------------------
      (State or other jurisdiction of               (IRS Employer Identification
       Incorporation or organization)

       1451 West Cypress Creek Road,
             Ft. Lauderdale, FL                                33309
  ----------------------------------------          ----------------------------
  (Address of principal executive offices)                   (Zip Code)

                                 (954) 714-8100
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

Securities registered under Section 12(g) of the Exchange Act:
Common stock, par value $0.0001 per share
-----------------------------------------
(Title of class)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

Indicate by check mark whether the  registrant is a shell company as (defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The Company's revenues for the year ended December 31, 2005 were $360,503.

As of March 31, 2006,  the  aggregate  market value of the  registrant's  common
stock held by  non-affiliates  of the registrant was  approximately  $54,208,040
based on the  average  of the  high  and low  sales  price  as  reported  on the
Over-The-Counter Bulletin Board.

The number of shares of the  registrant's  common  stock,  par value $0.0001 per
share, outstanding as of May 5, 2006 was 27,292,841.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                              THE TUBE MEDIA CORP.
                       (Formerly AGU Entertainment Corp.)

                                   FORM 10-KSB

                                      INDEX

                                                                            PAGE
                                                                            ----

PART I.........................................................................4

   Item 1.   DESCRIPTION OF THE BUSINESS.......................................4
   Item 2.   DESCRIPTION OF PROPERTY..........................................19
   Item 3.   LEGAL PROCEEDINGS................................................19
   Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............21

PART II.......................................................................21

   Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........21
   Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.......28
   Item 7.   FINANCIAL STATEMENTS.............................................37
   Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE.........................................68
   Item 8A.  CONTROLS AND PROCEDURES..........................................68
   Item 8B.  OTHER INFORMATION................................................69

PART III......................................................................69

   Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT................70
   Item 10.  SUMMARY COMPENSATION TABLE.......................................71
   Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             AND RELATED STOCKHOLDER MATTERS..................................75
   Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................77
   Item 13.  EXHIBITS.........................................................79
   Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................88

<PAGE>

                           FORWARD-LOOKING INFORMATION

         Cautionary Statement Pursuant to Safe Harbor Provisions of the
                Private Securities Litigation Reform Act of 1995

This report may include a number of "forward-looking statements" as that term is
defined in Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. These statements reflect
management's   current  views  with  respect  to  future  events  and  financial
performance and include  statements  regarding  management's  intent,  belief or
current  expectations,  which are based upon assumptions about future conditions
that may prove to be  inaccurate.  Prospective  investors are cautioned that any
such  forward-looking  statements  are not  guarantees  of  future  performance,
involve risk and uncertainties,  and that as a result, actual results may differ
materially from those  contemplated  by such  forward-looking  statements.  Such
risks include, among other things; the volatile and competitive markets in which
we operate, our limited operating history, our limited financial resources,  our
ability to manage our growth and the lack of an  established  trading market for
our securities. When considering  forward-looking statements,  readers are urged
to carefully review and consider the various disclosures, including risk factors
and their  cautionary  statements,  made by us in this  report  and in our other
reports filed with the Securities and Exchange Commission ("SEC").

Unless the context indicates  otherwise,  all references to "we," "our," "us" or
the  "Company"  refer,  on a  consolidated  basis,  to The Tube Media  Corp.,  a
Delaware corporation.


                                       3
<PAGE>

PART I.

Item 1. DESCRIPTION OF THE BUSINESS

History and Background

We were initially  incorporated as Lexington  Barron  Technologies,  Inc. in the
State of Colorado on August 23, 2000 for the purpose of addressing  the specific
needs of small businesses and start-up  organizations by providing a broad range
of consulting and advisory services ranging from market research and analysis to
business plans and systems development to financial  consulting.  In early 2004,
our former  management  determined that their business model was not progressing
and that we should  either  merge with or acquire an  operating  company with an
operating history and assets.

Effective April 1, 2004, we entered into a share exchange agreement with Pyramid
Music  Corp.,  a  Florida  corporation  ("PMC").  Under  the  terms of the share
exchange  agreement,  we acquired 100% of the outstanding common stock of PMC in
exchange  for  16,922,464  shares of our common  stock.  On March 26,  2004,  in
anticipation of the completion of the share exchange, we changed our name to AGU
Entertainment  Corp. As of April 1, 2004, upon completion of the share exchange,
the former  shareholders of PMC owned,  on a fully diluted basis,  approximately
80% of the outstanding  common stock of AGU Entertainment  Corp., which resulted
in a change in control.  The  transaction  was accounted for as a reverse merger
and recapitalization  whereby PMC, which became a wholly-owned subsidiary of AGU
Entertainment Corp., was deemed to be the acquirer for accounting  purposes.  In
addition,  as of April 1, 2004,  AGU  Entertainment  Corp.  had no  identifiable
assets  and  liabilities.  As a  result,  PMC  is  deemed  to be  the  surviving
accounting and reporting entity, and all of the historical financial information
presented in this Form 10-KSB,  including the consolidated  financial statements
and  Management's  Discussion  and Analysis or Plan of  Operations,  reflect the
assets,  liabilities,  results  of  operations  and  cash  flows  of PMC and its
subsidiaries,  The Tube Music Network,  Inc., a Florida corporation ("The Tube")
and Pyramid Records International, Inc., a Florida corporation ("PRI").

In July of 2004,  we  dissolved  PMC,  and as a result  The Tube and PRI  became
direct,  wholly-owned  subsidiaries of AGU Entertainment Corp.(the "Company") On
October 20, 2004, the Company's shareholders approved the reincorporation of the
Company  in the  State of  Delaware  through  a  merger  of the  Company  into a
wholly-owned  subsidiary corporation  incorporated in the State of Delaware. The
reincorporation  resulted  in  the  Company  becoming  a  Delaware  corporation,
effective  as of  October  21,  2004,  and did not  result in any  change in the
Company's name, headquarters, business, jobs, management, location or any of the
Company's offices or facilities, number of employees, taxes payable to the State
of Colorado, assets, liabilities or net worth.

In February of 2005, we formed two new  subsidiaries,  AGU Studios,  Inc.  ("AGU
Studios"),  a Florida  corporation,  and 3200  Oakland Park  Boulevard,  Inc., a
Florida corporation ("3200 Oakland Park").  Liquidity issues and the sale of the
property located in Lauderdale Lakes, Florida, the operations of AGU Studios and
3200 Oakland Park have been discontinued.  See "Item 2. Description of Property"
for  additional  information  regarding  the sale of the property in  Lauderdale
Lakes, Florida.

In March 2005, we changed the name of PRI to AGU Music, Inc. ("AGU Music").

Recent Developments

On February 26, 2006,  the Company  changed its name to The Tube Media Corp. The
name change was effected pursuant to Section 253 of the General  Corporation Law
of the State of  Delaware  by the  merger of a  wholly-owned  subsidiary  of the
Company  into the Company.  The Company was the  surviving  corporation  and, in
connection with the merger, the Company amended its Certificate of Incorporation
to change its name  pursuant to the  Certificate  of Ownership  and Merger filed
with the Secretary of State of the State of Delaware.


                                       4
<PAGE>

On March 6, 2006,  The Tube entered into a charter  affiliation  agreement  with
Tribune  Broadcasting  Company  ("Tribune").  The charter affiliation  agreement
provides that Tribune will have the exclusive  right and  obligation to transmit
The Tube's music network via broadcast  television  from Tribune's  existing and
acquired stations in the designated markets specified in the charter affiliation
agreement.  Tribune, a division of Tribune Company, one of the country's leading
broadcast  television  companies,  operates,  as of March 6, 2006, 26 television
stations in 22 markets, including New York, Los Angeles, Chicago,  Philadelphia,
Boston and Miami.  Tribune is well  established in the industry with stations in
nine of the country's top 10 markets, and 18 of the top 30.

The  charter  affiliation   agreement  provides  the  terms  and  conditions  of
broadcasting, as well as the obligations of each of the parties. Pursuant to the
terms of the charter affiliation  agreement,  The Tube will pay a portion of its
advertising  revenue and a portion of the revenue that it receives from the sale
of products on The Tube's music  network to Tribune as  compensation,  and other
compensation as described in the Tribune Letter Agreement (as defined below).

The charter  affiliation  agreement  has an initial  term that  commences on the
effective  date of the charter  affiliation  agreement  and expires on March 31,
2011.  The initial term  automatically  renews for an  additional  four years if
Tribune  fails to  notify  The  Tube of its  desire  to  terminate  the  charter
affiliation  agreement  at least six months  prior to the  scheduled  expiration
date. Tribune may terminate the charter  affiliation  agreement upon at least 45
days  prior  written  notice to The Tube if The  Tube's  music  network is being
distributed  to less than a specified  percentage  of  television  households or
cable  households.  In connection with the charter  affiliation  agreement,  the
parties also entered into a letter agreement,  dated March 6, 2006 (the "Tribune
Letter Agreement"), pursuant to which the Company agreed to issue to Tribune (i)
within 10 days after the  execution  of the  charter  affiliation  agreement,  a
common stock purchase  warrant to purchase shares of the Company's common stock,
par value $0.0001 per share (the "common stock"),  at an exercise price of $2.25
per share, and shares of common stock;  (ii) upon Tribune's  transmission of The
Tube's music network to television stations in markets that represent 75% of all
television  households  in  the  markets  where  Tribune  owns  and/or  operates
broadcast  television  stations,  a common  stock  purchase  warrant to purchase
shares of common  stock at an  exercise  price of $2.50 per  share;  and (iii) a
specified  number  of shares of  common  stock  for each  11,000,000  television
households (or pro rata if less than  11,000,000)  that first receive The Tube's
music  network as a result of a launch of The Tube's music  network on a Tribune
television station;  provided,  however, that television households that receive
The Tube's music network in markets with less than 100,000 television households
will not be included in the  calculation of television  households.  The Company
granted "piggyback" registration rights with respect to all of the securities to
be issued under the Tribune Letter Agreement. Each common stock purchase warrant
entitles  its holder to purchase  one share of common  stock for either $2.25 or
$2.50 per share,  subject to  adjustments  for stock splits,  reverse splits and
stock  dividends.  In addition,  if the Company issues or sells shares of common
stock in certain  subsequent  issuances  for a price per share that is less than
the applicable exercise price of the common stock purchase warrant, the exercise
price will be reduced.  The exercise price of the common stock purchase warrants
will also be adjusted if the Company issues,  sells or grants options,  warrants
or other securities or rights to subscribe to or exercisable for common stock in
an issuance not  specifically  exempt by the terms of the common stock  purchase
warrants.  The common stock purchase warrants may be exercised at any time prior
to the earlier of the tenth  anniversary  of the  issuance  of the common  stock
purchase  warrant or the  termination  or expiration of the charter  affiliation
agreement.

Pursuant to the terms of the Tribune Letter Agreement,  The Tube agreed that if,
in  relation  to any third  party  that owns or  operates  broadcast  television
stations  and  distributes  The Tube's  music  network,  The Tube or the Company
provide to such third party (i) a greater percentage of the advertising  revenue
or revenue  that it  receives  from the sale of  products  on The  Tube's  music
network than that provided to Tribune or (ii) equity  securities at a ratio more
favorable  than  that  provided  to  Tribune  for  each  11,000,000   television
households,  The Tube will offer such greater percentage or more favorable ratio
to Tribune.  If the granting of such greater  percentage or more favorable ratio
requires such third party to perform any material obligation not being performed
by Tribune,  then  Tribune must perform  such  material  obligation  in order to
receive the greater percentage or more favorable ratio.


                                       5
<PAGE>

The Tribune Letter  Agreement grants Tribune the right to attend all meetings of
the board of directors  and  committees of the board of directors of the Company
and The Tube, and to receive any  information  given to the members of the board
of directors  of the Company and The Tube.  The Company also agreed not to issue
any  equity in The Tube (or  securities  convertible  into or  exchangeable  for
equity in the Tube) during the term of the charter affiliation agreement.

On March 22, 2006,  The Tube also entered into a charter  affiliation  agreement
with Sinclair  Television  Group,  Inc.  ("Sinclair").  The charter  affiliation
agreement provides that Sinclair will have the exclusive right and obligation to
transmit The Tube's music network from Sinclair's existing and acquired stations
in the designated markets specified in the charter affiliation agreement.  As of
March 22,  2006,  Sinclair  owns and  operates  programs or  provides  sales and
services to 58  television  stations in 36 markets,  including  Pittsburgh,  St.
Louis, Minneapolis, Tampa, Las Vegas, Baltimore, Nashville, Columbus, Cincinnati
and Syracuse.

The  charter  affiliation   agreement  provides  the  terms  and  conditions  of
broadcasting, as well as the obligations of each of the parties.

Pursuant to the terms of the charter affiliation agreement,  The Tube will pay a
portion of its advertising revenue and a portion of the revenue that it receives
from  the  sale  of  products  on  The  Tube's  music  network  to  Sinclair  as
compensation,  and  other  compensation  as  described  in the  Sinclair  Letter
Agreement (as defined below). The charter  affiliation  agreement has an initial
term of five years that  commences  on the  earlier of (i) the date on which The
Tube's music network is initially  transmitted by Sinclair's  first station;  or
(ii) March 31, 2006.  Sinclair may renew the charter  affiliation  agreement for
two successive terms of five years each upon written notice to The Tube no later
than 120 days prior to the  expiration  of the initial term or the first renewal
term, as applicable. Sinclair may terminate the charter affiliation agreement as
of March 31, 2007 with no  liability  upon  written  notice to The Tube no later
than  December 31, 2006. If at least 60 days prior to the end of the fourth year
of the initial term,  The Tube notifies  Sinclair that it does not intend to pay
the compensation  specified in the Sinclair Letter Agreement (as defined below),
Sinclair may terminate the charter  affiliation  agreement upon at least 45 days
prior written notice to The Tube.

In connection with the charter affiliation  agreement,  the parties also entered
into a letter agreement, dated March 22, 2006 (the "Sinclair Letter Agreement"),
pursuant  to which the Company  agreed to issue to  Sinclair  (i) within 20 days
after execution of the affiliation agreement, a common stock purchase warrant to
purchase  shares of  common  stock at an  exercise  price of $2.25 per share and
shares of common stock;  (ii) upon  Sinclair's  transmission of The Tube's music
network to television  stations in markets that  represent 50% of the designated
markets  where  Sinclair owns and/or  operates  broadcast  television  stations,
shares of common stock;  and (iii) on or after April 1, 2007 and upon Sinclair's
transmission of The Tube's music network to television  stations in markets that
represent  75% of the  designated  markets where  Sinclair owns and/or  operates
broadcast  television  stations,  a common  stock  purchase  warrant to purchase
shares of common  stock at an  exercise  price of $2.50 per share and  shares of
common stock.

Each common stock purchase  warrant entitles its holder to purchase one share of
common stock for either  $2.25 or $2.50 per share,  subject to  adjustments  for
stock splits, reverse splits, stock dividends,  reorganizations,  consolidations
and  mergers.  The common stock  purchase  warrants may be exercised at any time
prior to the  earlier of the tenth  anniversary  of the  issuance  of the common
stock purchase warrant.

Pursuant to the terms of the Sinclair Letter Agreement, The Tube agreed that the
Company may issue shares of common  stock (i) as payment for  services  when the
aggregate  amount of all such  issuances does not exceed 10% of the total number
of shares of common  stock  outstanding  as of the date of such  issuance and so
long as each share is issued at fair market value; (ii) to other distributors of
The Tube's music network when the aggregate  amount of all such  issuances  does
not  exceed a  specified  number of shares of  common  stock;  (iii) to  satisfy
existing  obligations  of the Company to issue  equity,  which  obligations  are
specified in the Sinclair Letter Agreement;  (iv) pursuant to the Company's 2004
Stock  Option  and Stock  Incentive  Plan or any  other  equity  incentive  plan
approved by the Company's  stockholders;  provided,  that the maximum  number of
shares  issuable  under such  plans  does not exceed 10% of the total  number of
shares of common stock  outstanding  as of the date such plan is approved by the
Company's  stockholders;  and  (v) in  connection  with a  purchase,  merger  or
consolidation  where the Company is the surviving  corporation or an acquisition
of the assets of a third party by the Company.


                                       6
<PAGE>

The Sinclair  Letter  Agreement  provides  Sinclair  with a seat on the board of
directors of The Tube, which shall be composed of no less than three and no more
than ten members.

On March 31, 2006, the Company entered into agreements with two individuals (the
"Lenders")  pursuant to which the Lenders agreed to loan an aggregate  amount of
$800,000 (the "Bridge Loan") to the Company. In connection with the Bridge Loan,
the Company issued two promissory notes (the "Bridge  Notes"),  in the aggregate
principal  amount  of  $800,000,  to the  Lenders,  both of whom are  accredited
investors.  Pursuant  to the terms of the Bridge  Notes,  the  Bridge  Loan will
accrue  interest at the rate of four  percent per year,  and the  principal  and
interest on the Bridge  Notes will be due on March 31,  2007.  The  payments due
under the Bridge  Notes will be  accelerated  as  follows:  (i) in the event the
Company  closes a round of  financing of not less than $2.0 million and not more
than $2.49 million prior to March 31, 2007,  the Company will pay each Lender an
amount  equal to $320,000;  and (ii) in the event the Company  closes a round of
financing  equal to or greater  than $2.5 million  prior to March 31, 2007,  the
Company will pay each Lender the total  amount due under each Bridge Note.  Upon
the  occurrence of an event of default  under the Bridge  Notes,  (i) the entire
unpaid  balance of the  principal and any interest on the Bridge Notes will bear
interest at the rate of 12% per year;  and (ii) the holders of the Bridge  Notes
may,  without notice and at their option,  accelerate the maturity of the Bridge
Notes and cause the entire  unpaid  balance and any interest on the Bridge Notes
to be  immediately  due and payable.  An event of default under the Notes occurs
upon (i) the  Company's  failure  to timely  pay any amount due under the Bridge
Notes;  (ii) the  institution  of any  bankruptcy,  reorganization,  insolvency,
liquidation  or other  proceeding  for relief by or against the Company,  and if
instituted  against the Company,  the Company consents to any such proceeding or
such  proceeding is not dismissed  within 90 calendar days; and (iii) any breach
by the Company of the terms of the Bridge  Notes that  remains  uncured for more
than five days after receipt of written notice of such breach.

On April 21,  2006,  the Company  completed a private  placement  (the  "Private
Placement")  of  $2.45  million  of  securities  to  accredited  investors  (the
"Investors").  In  connection  with the Private  Placement,  the Company and the
Investors  entered into a purchase  agreement (the "Purchase  Agreement")  and a
registration  rights agreement (the "Registration  Rights  Agreement"),  each of
which is dated as of April  21,  2006.  Pursuant  to the  terms of the  Purchase
Agreement,  the  Company  sold 7%  secured  convertible  notes in the  aggregate
principal  amount of $2.45  million  (the "7%  Notes") and issued  common  stock
purchase  warrants to purchase an aggregate  of  1,088,889  shares of the common
stock at an exercise price of $2.25 per share (the "Warrants") to the Investors.

Pursuant  to the terms of the 7% Notes,  the  Company is  required to make equal
monthly  principal  payments of  $136,111  commencing  on November  21, 2006 and
continuing,  on the  first  business  day of each  month,  until  the  aggregate
principal  amount  has been  paid in  full.  Interest  on the 7%  Notes  accrues
quarterly and is payable on the last day of March, June,  September and December
of each year, commencing on September 30, 2006. At the option of the Company and
subject to certain conditions,  principal and interest payments due under the 7%
Notes may be paid in cash or shares of common stock.

The 7% Notes are convertible in shares of common stock at a conversion  price of
$2.25 per share,  subject to  adjustments  for stock  splits,  stock  dividends,
mergers and  reorganizations.  In addition,  if the Company  issues or sells any
shares of common  stock for a price per share  that is less than the  applicable
conversion  price of the 7% Notes,  the conversion price of the 7% Notes will be
reduced.  The  conversion  price of the 7% Notes  will also be  adjusted  if the
Company issues,  sells or grants any stock or other securities  convertible into
or exchangeable for common stock in an issuance that is not specifically  exempt
by the terms of the 7% Notes.  The number of shares  that may be acquired by any
holder of the 7% Notes upon any conversion of the 7% Notes or issuance of shares
of common stock as principal or interest payments shall be limited to the extent
to insure that the total number of shares of common stock  beneficially owned by
any holder does not exceed 4.99% of the total  number of issued and  outstanding
shares of common stock.


                                       7
<PAGE>

Upon the  occurrence of an event of default,  the 7% Notes will bear interest at
the rate of 12% per annum and all unpaid  principal  and interest  accrued under
the 7% Notes shall become (1)  immediately  due and payable upon the election of
the  holder,  with  respect to the events in (i) through  (iv) and (vi)  through
(vii) below; and (2) automatically due and payable, with respect to the event in
(v) below.  An event of default under the 7% Notes occurs upon (i) the Company's
failure  to timely  pay  principal  due under the 7% Notes;  (ii) the  Company's
failure to timely pay interest due under the 7% Notes and such failure continues
for more than five days; (iii) the Company and its subsidiaries  failure to make
a required  payment or payments of indebtedness of $500,000 or more in aggregate
principal  amount  and such  failure  continues  for more than 20 days;  (iv) an
acceleration of the stated  maturity date of any  indebtedness of the Company or
its  subsidiaries  of  $500,000 or more in  aggregate  principal  amount,  which
acceleration is not rescinded  within 20 days; (v) the Company's  assignment for
the benefit of creditors  or  admission  in writing of its  inability to pay its
debts  generally as they become due, or the voluntary or involuntary  bankruptcy
of the Company;  (vi) the rendering of a final judgment that exceeds $500,000 in
the aggregate against the Company or its  subsidiaries,  which is not discharged
within 60 days; (vii) proof that any representation of material fact made in any
of the transaction documents or furnished to the holder by the Company was false
in any material respect;  and (viii) the Company's failure to observe or perform
in any material respect certain covenants in the transaction documents.

The 7% Notes  are  secured  by shares of common  stock  pledged  by David  Levy,
President  of the  Company,  pursuant  to the  terms  of a pledge  and  security
agreement.

The Warrants may be exercised for common stock on or before April 21, 2011.  The
Warrants  are  exercisable  for shares of common  stock at an exercise  price of
$2.25 per share,  subject to  adjustments  for stock  splits,  stock  dividends,
mergers  and  reorganizations,   or  through  a  "cashless  exercise"  provision
contained  in the  Warrants.  In  addition,  if the Company  issues or sells any
shares of common  stock for a price per share  that is less than the  applicable
exercise  price of the  Warrants,  the exercise  price of the  Warrants  will be
reduced. The exercise price of the Warrants will also be adjusted if the Company
issues,  sells or  grants  any  stock or other  securities  convertible  into or
exchangeable for common stock in an issuance that is not specifically  exempt by
the terms of the Warrants.

Under the Registration  Rights  Agreement,  on or prior to the 60th calendar day
after the closing of the Private  Placement,  the Company is  obligated  to file
with the Securities and Exchange Commission (the "SEC") a registration statement
covering the resale of the  registrable  securities,  which includes (i) 150% of
the shares of common stock  issuable upon the  conversion of the 7% Notes;  (ii)
150% of the shares of common  stock  issuable  as payment of  interest on the 7%
Notes;  (iii) 150% of the shares of common stock  issuable  upon the exercise of
the Warrants.  The Company will use reasonable efforts to cause the registration
statement  to be declared  effective by the SEC the earlier of (i) the 120th day
following  the closing of the Private  Placement  and (ii) the fifth trading day
following  the  date on  which  the  Company  is  notified  by the SEC  that the
registration  statement  will not be reviewed or is no longer subject to further
review. The Company is also obligated to use commercially  reasonable efforts to
keep such registration  statement  continuously  effective until all registrable
securities covered by such registration  statement have been sold or may be sold
pursuant to Rule 144(k) under the Securities Act of 1933, as amended. If (i) the
registration  statement  is not  filed by the  required  filing  date;  (ii) the
registration  statement  is not  declared  effective  by the SEC by the required
effectiveness  date;  or  (iii)  after  its  effective  date,  the  registration
statement  ceases for any reason to be  effective or available to holders of all
registrable securities for more than 20 consecutive trading days or an aggregate
of 50 trading days (each, an "Event"),  then (i) on the date of such Event,  the
Company  shall pay each holder an amount in cash equal to 1.0% of the  aggregate
subscription  amount paid by such holder in the Private  Placement;  and (ii) on
each monthly anniversary of such an Event, until the Event is cured, the Company
shall  pay  each  holder  an  amount  in cash  equal  to  1.0% of the  aggregate
subscription amount paid by such holder in the Private Placement. If the Company
fails to pay any damages  pursuant to an Event in full within ten days after its
due date,  the Company will pay  interest  thereon  equal to 10% per annum.  The
maximum  amount  payable  to any holder  shall not  exceed 12% of the  aggregate
subscription amount paid by such holder in the Private Placement.


                                       8
<PAGE>

The Company has used a portion of the  proceeds  from the Private  Placement  to
repay the Bridge Loan obtained by the Company on March 31, 2006.

Our corporate  headquarters  are located at 1451 West Cypress  Creek Road,  Fort
Lauderdale, Florida and our telephone number is (954) 714-8100.

Description of Business

Since the inception of our current business operations through the third quarter
of  2004,  we  were  a  development  stage  company.  We  commenced  significant
operations by the end of 2004, and by the end of 2006, we expect to be operating
and generating  revenues in two lines of business:  The Tube and AGU Music.  The
Tube airs  traditional  music  videos and live  concerts of  contemporary  music
material that is derived from archived video and music collection libraries. AGU
Music is a record  company  engaged in the release of recorded  music  materials
acquired through artist signings and acquisitions.

The   Tube  -  Our   business   plan   provides   for  The   Tube   to   deliver
free-to-the-consumer  advertiser  supported music video programming 24 hours per
day, seven days a week. We anticipate  penetration into approximately 23 million
homes by the end of 2006. The Tube will be the only all-music  multicast network
on television  and will not air any game shows,  awards shows,  reality shows or
news shows. In addition to revenue  generated from national  advertising,  it is
intended that The Tube will also have a local component  offering radio tie-ins,
local  marketing,  promotions  and local  advertising.  See "Risk  Factors - Our
failure to develop advertising revenues could adversely impact our business." In
addition,  our  business  plan also  contemplates  that The Tube will  feature a
direct e-commerce  component that will enable the audience to purchase the music
they see and hear  immediately  by telephone or online.  All facets of The Tube,
from programming,  to advertising to marketing and promotion will remain true to
its  vision,  which is to  deliver  pure music and  entertainment  content to an
audience that we believe craves quality music.

The Tube is  designed  to appeal to the  economically  powerful  35 and over age
group.  In a departure  from the way music has  traditionally  been presented on
television,  the goal of The Tube is to invigorate music enthusiasts with a bold
fusion of music that crosses  multiple  formats and spans every decade since the
introduction  of The  Beatles.  We draw from music video  archives  from classic
video  artists  such as U2,  Duran Duran and the  Eurhythmics  and feature  them
alongside  new tracks by heritage  artists and rare concert clips from acts such
as The Eagles, Aerosmith,  Sting, Eric Clapton and The Rolling Stones. See "Risk
Factors - We may not be able to purchase and/or license assets that are critical
to our business."

Les Garland,  who  co-founded  music  television  stations MTV, VH1 and The Box,
serves  as the  chief  executive  officer  of The  Tube.  Mr.  Garland  oversees
programming  content,  distribution,  branding,  marketing,  promotions,  public
relations  and  advertising,  and  also  serves  as our  senior  executive  vice
president and a member of our board of directors.

We anticipate  that The Tube will be the first music  network to be  distributed
using the digital,  over-the-air signal of broadcast television stations. In the
late 1990's,  broadcasters  throughout the country were granted  portions of the
airwaves at no cost with the understanding  that they would provide free digital
signals as part of the U.S. government's desire for high definition  television.
However,  due to  improvements  in digital  signal  compression,  the  bandwidth
required to broadcast  digital  television was  substantially  reduced,  leaving
broadcasters  with excess  bandwidth  to use at their  discretion.  As a result,
there are currently a number of media companies that have the ability to offer a
digital  quality  picture  over the air  directly to  consumers  and  indirectly
through the cable and satellite  operators'  digital box using surplus bandwidth
from local  broadcasters.  Our business  plan assumes that The Tube will achieve
its  national  distribution  targets  in  three  steps:  (1)  create  a  revenue
opportunity  for  broadcasters  that carry The Tube, (2) negotiate  distribution
agreements  with major broadcast  groups that own stations in multiple  markets,
and (3) facilitate  "retransmission consent" agreements between broadcast groups
and cable  multiple  systems  operators,  which will carry The Tube as a digital
channel on these cable systems.

In April 2005, AGU Music entered into a charter affiliate  affiliation agreement
with Raycom Media, Inc. ("Raycom").  The charter affiliation  agreement provides
that Raycom will broadcast The Tube via a new  broadcasting  concept referred to
as "multicasting," which enables consumers in Raycom markets to receive The Tube
with digital cable service or with television sets that are enabled with digital
tuners.  Raycom owns and operates 39 television  stations in 20 states. In March
of 2006, the Company entered similar charter  affiliate  affiliation  agreements
with Tribune and Sinclair  pursuant to which  Raycom,  Tribune and Sinclair will
transmit  The  Tube in 71 of the top  100  television  markets  in  which  their
affiliates own and/or operate television stations.


                                       9
<PAGE>

In April 2005, The Tube entered into a technical services agreement, dated as of
December 1, 2004 with Skyport Services, Inc. ("Skyport"), a subsidiary of Equity
Broadcasting  Corporation.  Equity Broadcasting  Corporation is a stockholder of
the Company and has provided  contract  services to the Company since January 1,
2004. The technical services agreement provided that Skyport would broadcast The
Tube  and  provide  The  Tube  with  origination   services,   transmission  and
compression  services,   post-production   services,   and  satellite  reception
authorization  services.  The technical  services  agreement  was  terminated on
November 30, 2005.

In August 2005, The Tube entered into a second technical services agreement with
Crawford  Communications,  Inc.  ("Crawford"),  replacing  the Skyport  services
agreement,  which also provides origination services,  library/storage services,
uplink services,  satellite space, security,  monitoring services,  performance,
and operational  support  services with respect to The Tube's program  material,
twenty-four  (24) hours per day,  seven (7) days per week  during the Term.  The
Crawford agreement is a three year agreement.

We expect to launch The Tube  beginning  in the second  quarter of 2006,  with a
much broader launch in the third quarter of 2006, with a national media campaign
utilizing  marketing,  promotions  and public  relations to reach every relevant
audience for the network. The campaign will be designed to heighten awareness of
the network,  stimulate demand for it across the country and cultivate its image
as the only network that delivers quality music and entertainment content. There
can be no  assurances  that we will be able to  launch  The  Tube or  reach  the
distribution  targets  anticipated  in our business plan. See "Risk Factors - We
may be unable to implement  our business and growth  strategy" and "We intend to
launch new products in a volatile market and we may be unsuccessful."

AGU Music - AGU Music executes the marketing, promotion and distribution of high
quality music recordings  through  distribution  agreements with ARK 21 Records,
L.P.,  an affiliate of Universal  Music Group,  and Sony BMG, via its  affiliate
Sanctuary  Music. We pursue a mixture of marquee and classic  recording  artists
with a history of success as well as fresh innovative  talent. See "Risk Factors
- We may  not be  able  to  maintain  our  client  relationships  that  we  have
developed."

We do not target the youth pop music market,  which is generally associated with
large marketing  budgets and significant  financial risk. AGU Music projects are
targeted to reach the 25-54 year old demographic, which we believe is associated
with a greater  amount  of  consumer  spending  than any  other  segment  of the
population.  We intend to integrate  AGU Music with The Tube to provide a unique
marketing  advantage  for our  record  label by  directly  selling  music to the
consumer  through  The Tube and also  making  music  available  to the  consumer
through traditional retail channels via AGU Music's distribution system.

Trademarks

We have twelve applications  pending with the United States Patent and Trademark
Office,  including  multiple  applications  for each of the following:  THE TUBE
(logo);  THE TUBE MUSIC NETWORK (words and logo); ONLY MUSIC ALL MUSIC; THINK OF
IT AS MUSIC ONLY WITH MUSIC; and SEE IT HEAR IT BUY IT.

On October 13, 2004, The Tube received  notification  from a television  channel
featuring  music  related  programming  that the circle logo used by The Tube is
"confusingly  similar"  to the  circle  logo  used by that  television  channel,
supporting claims of trademark infringement and unfair competition.  On November
3, 2004,  we responded  to the October 13 letter  stating that we do not believe
the  logos  are  confusingly  similar  or that any  trademark  infringement  has
occurred.  We intend to vigorously  defend any challenge to our use of our logo.
We have not received a response to our November 3, 2004 letter.


                                       10
<PAGE>

Competition

The Tube and AGU Music operate in industries that are highly  competitive,  with
many national and international  firms competing in the areas served by us. Many
of these  competitor  firms are well  established in these markets and many have
greater  financial  resources and managerial  capabilities than us. We expect to
encounter substantial competition in our efforts to grow our business. See "Risk
Factors - We may encounter  intense  competition from  substantially  larger and
better financed companies."

Employees

As of December 31, 2005, we had 23 full time employees.

Available Information

We currently do not have any of our SEC filings available on our website,  as it
is currently under construction.  Our website address is  www.tubemediacorp.com.
By June 30,  2006,  we  expect to make  available  free of  charge  through  the
investor  relations  section of our website,  our Annual  Report on Form 10-KSB,
Quarterly  Reports  on  Form  10-QSB,  Current  Reports  on  Form  8-K,  and any
amendments  to those  reports  filed or furnished  pursuant to Section  13(a) or
15(d) of the Securities Exchange Act of 1934, as amended. The information on our
website will not be and should not be  considered  part of this  document and is
not incorporated  into this document by reference.  The website is only intended
to be an active  textual  reference.  This  information  is currently  available
through  the  website  of the  SEC,  www.sec.gov,  and can also be  obtained  by
directly contacting the Company's corporate headquarters.

Risk Factors

Investing in our securities  involves risk. You should carefully consider all of
the information  contained in or incorporated by reference into this report and,
in particular,  the risks described below before investing in our securities. If
any of the following risks actually occur, our business,  financial condition or
results of operations could be materially harmed and you may lose part or all of
your investment.

Risks Inherent to this Company:

Because of losses incurred by us to date and our general financial condition, we
received a going concern  qualification in the audit report from our Independent
Registered  Public  Accounting  Firm for the most recent fiscal year that raises
substantial doubt about our ability to continue to operate as a going concern.

We had a net loss of  approximately  $14.2  million  for the  fiscal  year ended
December 31, 2005 and a working capital deficiency of approximately $4.3 million
as of December 31, 2005. These matters raise substantial doubt about our ability
to continue as a going  concern.  Our existence is dependent  upon  management's
ability to develop profitable  operations and resolve our liquidity problems. We
anticipate  that we will attain  profitable  status and  improve  our  liquidity
through the continued  development of our television  network and recorded music
business.  If we are not able to  continue as a going  concern,  we may cease to
operate and our investors will lose some or all of their investment.

We have a  limited  operating  history  and we  anticipate  that  we  will  have
operating losses in the foreseeable future.

As a company that has recently  emerged from the  development  stage, we have no
existing  income and very limited  operating  history from which to evaluate our
business  prospects.  We cannot assure you that we will ever achieve  profitable
operations or generate significant revenues. Our future operating results depend
on many factors,  including  demand for our products,  the level of competition,
and the ability of our officers to manage our  business and growth.  As a result
of our limited  operating history and the emerging nature of the market in which
we will compete,  we anticipate  that we will have  operating  losses until such
time as we can develop a substantial and stable revenue base.


                                       11
<PAGE>

We will need  additional  capital  which may not be  available  on  commercially
acceptable terms, if at all.

We have very  limited  financial  resources.  We  currently  have a monthly cash
requirement of approximately  $350,000,  exclusive of capital  expenditures.  We
will need to raise  substantial  additional  capital to  continue  the  national
launch of The Tube  beyond  the third  quarter of 2006 and  provide  substantial
working  capital  for the  development  of national  advertising  relationships,
increases in operating costs  resulting from  additional  staff and office space
until such time as we begin to  generate  revenues  sufficient  to fund  ongoing
operations.  We  believe  that  in the  aggregate,  we  will  need  as  much  as
approximately  $15 million to $20  million to  complete  the launch of The Tube,
repay debt obligations,  provide capital expenditures for additional  equipment,
payment  obligations  under  charter  affiliation  agreements,  office space and
systems  for  managing  the  business,  and cover  other  operating  costs until
advertising  and e-commerce  revenues begin to offset our operating  costs.  Our
failure to obtain  additional  capital to finance our working  capital  needs on
acceptable  terms,  or at all, will  negatively  impact our business,  financial
condition  and  liquidity.  In  addition,  as of  December  31, 2005 we had $3.1
million of  principal  debt  outstanding  that will become due at various  dates
during  2006.   We  currently  do  not  have  the  resources  to  satisfy  these
obligations,  and our inability to do so could have a material adverse effect on
our  business  and ability to continue as a going  concern.  If we are unable to
repay our debt when due,  we may be forced to  refinance  the debt on terms less
favorable to us, seek protection under the federal  bankruptcy laws or be forced
into an involuntary bankruptcy filing.

If we  continue  to  experience  liquidity  issues  and are  unable to  generate
revenue,  we may be  unable to repay  our  outstanding  debt when due and may be
forced to seek protection under the federal bankruptcy laws.

We have  experienced  liquidity  issues since our  inception due to, among other
reasons,  our limited ability to raise adequate capital on acceptable  terms. We
have  historically  relied  upon  the  issuance  of  promissory  notes  that are
convertible into shares of our common stock to fund our operations and currently
anticipate that we will need to continue to issue  promissory  notes to fund our
operations  and  repay  our  outstanding  debt for the  foreseeable  future.  At
December  31,  2005,  we had $5.9 million of debt  outstanding,  including  $4.5
million of promissory notes and convertible notes outstanding.  If we are unable
to issue additional promissory notes or secure other forms of financing, we will
have to  evaluate  alternative  actions to reduce  our  operating  expenses  and
conserve cash.

Moreover, as a result of our liquidity issues, we have experienced delays in the
repayment of promissory notes upon maturity and the payment of trade receivables
to vendors and others  when due. As a result of our delayed  payments to vendors
and  others,  two of our  vendors  initiated  litigation  against  us and we are
engaged in a dispute  regarding  interest  charges  on a  warehouse  lease.  Our
failure to pay vendors and others may continue to result in litigation,  as well
as interest and late charges, which will increase our cost of operations.  If in
the future,  holders of  promissory  notes demand  repayment  of  principal  and
accrued  interest  instead of  electing  to  convert to common  stock and we are
unable to repay our debt when due or resolve  issues  with  existing  promissory
note holders,  we may be forced to refinance these notes on terms less favorable
to us than the existing notes, seek protection under the federal bankruptcy laws
or be forced into an involuntary bankruptcy filing.

Our business revenue generation model is unproven and could fail.

Our revenue model is new and evolving,  and we cannot be certain that it will be
successful.  The potential  profitability of this business model is unproven and
there can be no assurance that we can achieve profitable operations. Our ability
to generate revenues  depends,  among other things, on our ability to launch our
television network and sign recording artists. Accordingly, we cannot assure you
that our  business  model  will be  successful  or that we can  sustain  revenue
growth, or achieve or sustain profitability.


                                       12
<PAGE>

Our success is dependent upon our senior management team and our ability to hire
and retain qualified employees.

We believe that our success is substantially  dependent upon: (1) our ability to
retain and motivate our senior management team and other key employees;  and (2)
our  ability to  identify,  attract,  hire,  train,  retain and  motivate  other
qualified personnel. The development of our business and operations is dependent
upon  the  efforts  and  talents  of our  executive  officers,  whose  extensive
experience and contacts  within the industries in which we wish to compete are a
critical component of our business  strategy.  We cannot assure you that we will
be  successful  in  retaining  the  services of any of the members of our senior
management  team or other  key  personnel,  or in  hiring  qualified  technical,
managerial,  marketing and administrative personnel. We do not have "key person"
life insurance policies on any of our key personnel, so in the event of a tragic
incident  we would find  ourselves  in a very  precarious  position  without the
financial  ability or  management  skill to overcome it. If we do not succeed in
retaining  our employees and in attracting  new  employees,  our business  could
suffer significantly.

We may be unable to implement our business and growth strategy.

Our growth  strategy  and ability to generate  revenues and profits is dependent
upon our ability to: (1) develop and  provide new  services  and  products;  (2)
establish and maintain sales and distribution channels,  including the launch of
our television network; (3) develop new business opportunities; (4) maintain our
existing  clients  and  develop the  organization  and systems to support  these
clients; (5) establish financial and management systems; (6) attract, retain and
hire highly skilled management and consultants; (7) obtain adequate financing on
acceptable terms to fund our growth strategy;  (8) develop and expand our client
and customer bases; and (9) negotiate agreements on terms that will permit us to
generate  adequate  profit  margins.  Our failure  with respect to any or all of
these  factors  could impair our ability to  successfully  implement  our growth
strategy,  which  could  have  a  material  adverse  effect  on our  results  of
operations and financial condition.

We  intend  to  launch  new  products  in  a  volatile  market  and  we  may  be
unsuccessful.

We intend to launch new products,  which include a television  network featuring
classic rock music and video  focused on the 35 and over market and the national
distribution  of CDs and DVDs.  The consumer  retail  market and the  television
industry  are  volatile  marketplaces  and we may not be  able  to  successfully
penetrate and develop either  sector.  We cannot assure you that we will be able
to maintain the airwave space necessary to carry and  successfully  launch a new
television  network. We will be successful only if consumers establish a loyalty
to our network and purchase the products  advertised  on the network,  including
those products  offered by our  subsidiary,  AGU Music.  We will have no control
over  consumer  reaction  to our  network  or product  offerings.  If we are not
successful in building a strong and loyal consumer following, we may not be able
to generate sufficient sales to achieve profitability.

We do not have the ability to control the volatility of sales.

Our   business   is   dependent   on  selling   our   products   in  a  volatile
consumer-oriented  marketplace.  The retail consumer industry, by its nature, is
very volatile and sensitive to numerous economic factors, including competition,
market conditions and general economic conditions.  None of these conditions are
within  our  control.  There can be no  assurance  that we will  have  stable or
growing  sales of our  record  company  products  and  advertising  space on our
television  network,  and  maintain   profitability  in  the  volatile  consumer
marketplace.

We may not be able to purchase  and/or  license  assets that are critical to our
business.

We  intend to  purchase  and/or  license  archived  video  and music  collection
libraries  to fulfill the  programming  needs of The Tube.  The  acquisition  or
licensure of these assets is critical to  accomplishing  our business  plan.  We
cannot assure you that we will be  successful in obtaining  these assets or that
if we do acquire them,  that we will be able to do so at a reasonable  cost. Our
failure to purchase  and/or license these  libraries at a reasonable  cost would
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.


                                       13
<PAGE>

We enter into charter affiliation  agreements with companies that will broadcast
The Tube. If we do not maintain good working relationships with these companies,
or perform as required under these  agreements,  it could  adversely  affect our
business.

The charter affiliation agreements establish complex relationships between these
companies and us. We intend to spend a significant  amount of time and effort to
maintain our relationships with these companies and address the issues that from
time to time may arise from these complex  relationships.  These companies could
decide  not to renew  their  agreements  at the end of their  respective  terms.
Additionally,  if we do not perform as required under these  agreements or if we
breach  these  agreements,   these  companies  could  seek  to  terminate  their
agreements  prior to the end of their  respective terms or seek damages from us.
Loss of these existing charter  affiliation  agreements,  would adversely affect
our ability to launch The Tube as well as our ability to implement  our business
plan.

Additionally,  the companies  that we have charter  affiliation  agreements  are
subject to FCC jurisdiction  under the  Communications  Act of 1934, as amended.
FCC rules,  among other things,  govern the term,  renewal and transfer of radio
and television  broadcasting  licenses and limit  concentrations of broadcasting
control  inconsistent  with  the  public  interest.  If these  companies  do not
maintain their radio and television broadcasting licenses, our business could be
substantially harmed.

Our failure to develop advertising revenues could adversely impact our business.

We intend to generate a significant  portion of our revenue from our  television
network,  The Tube,  through  sales of  advertising  time. We may not be able to
obtain long-term  commitments from advertisers due to the start-up nature of our
business.  Advertisers  generally may cancel,  reduce or postpone orders without
penalty.  Cancellations,  reductions or delays in purchases of advertising could
occur as a result of a strike,  or a general  economic  downturn  in one or more
industries  or in one or more  geographic  areas.  If we are unable to  generate
significant revenue from advertising,  it will have a material adverse effect on
our business, financial condition and results of operations.

We may not be able to maintain our client relationships that we have developed.

AGU  Music's  clients  are,  and will be,  comprised  primarily  of artists  and
celebrities. This clientele is fragmented and requires a great deal of servicing
to maintain strong relationships. Our ability to maintain client loyalty will be
dependent upon our ability to successfully market and distribute their products.
We cannot  assure you that we will be successful  in  maintaining  relationships
with our artists.  Our inability to maintain  these  relationships  could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

Our music business is subject to digital piracy,  and this risk grows more acute
as new technologies develop.

In our music business,  technological  developments  have created new risks with
respect  to our  ability to  protect  our  intellectual  property.  Advances  in
technology  that enable the transfer and downloading of digital music files from
the  Internet  without  authorization  from the owners of rights to such content
have  threatened the  conventional  copyright-based  business model by making it
easier to create and redistribute  unauthorized  music files.  Such unauthorized
distribution  may adversely affect sales of our recorded music and our operating
results.  As a result, we may need to incur expenses to develop new services for
the authorized digital  distribution of music and to combat unauthorized digital
distribution of our intellectual  property.  These initiatives,  if we choose to
undertake  them,  would result in increased  expenses and may not achieve  their
intended result.


                                       14
<PAGE>

We may  encounter  intense  competition  from  substantially  larger  and better
financed companies.

Our success  will depend upon our ability to penetrate  the consumer  market for
media  oriented  products  and  establish a television  network with  sufficient
ratings to cover the costs  associated  with operating the network and provide a
return to our investors.  Our television network and record company will compete
with  more  established  entities  with  greater  financial  resources,   longer
operating  histories and more  recognition in the market place than we do. It is
also  possible that  previously  unidentified  competitors  may enter the market
place and decrease our chance of  acquiring  the  requisite  market  share.  Our
future  success will depend upon our ability to penetrate the market quickly and
efficiently.  Our ability to respond to  competitive  product  offerings and the
evolving  demands of the  marketplace  will play a key role in our success.  Our
failure to develop,  maintain and continually  improve our distribution  process
could prevent us from  attaining  sufficient  market share.  If we are unable to
respond and compete in these markets,  it will have a material adverse effect on
our business, results of operations and financial condition.

We may not be able to adequately manage future growth.

If we are successful in developing our business  plan,  the  anticipated  future
growth of the  business  could  place a  significant  strain on our  managerial,
operational and financial resources.  We cannot assure you that management would
effectively manage  significant growth in our business.  If we are successful in
executing our business  plan and achieve our  anticipated  growth,  such success
will  place  significant   demands  on  our  management,   as  well  as  on  our
administrative, operational and financial resources. For us to manage our growth
and satisfy the greater financial,  disclosure and internal control requirements
that arise with exiting the development stage and becoming fully operational, we
must:

      o     upgrade  our  operational,   financial,  accounting  and  management
            information  systems,  which  would  include  the  purchase  of  new
            accounting and human resources software;
      o     identify and hire an adequate  number of operating,  accounting  and
            administrative personnel and other qualified employees;
      o     manage new employees and integrate them into our culture;
      o     incorporate  effectively  the components of any businesses or assets
            that we may acquire in our effort to achieve or support growth;
      o     closely  monitor the actions of our music company  distributors  and
            broadcast  entities  which air The Tube and manage  the  contractual
            relationships we have with them; and
      o     develop and improve  financial and  disclosure  processes to satisfy
            the reporting  requirements of the SEC, including Section 404 of the
            Sarbanes-Oxley  Act  of  2002,  and  the  National   Association  of
            Securities Dealers, Inc.

The failure to adequately  manage any growth would adversely affect our business
operations and financial results.

We may be unable to adequately react to market changes.

Our success is  partially  dependent  upon our ability to develop our market and
change  our  business  model as may be  necessary  to react to  changing  market
conditions.  Our ability to modify or change our business model to fit the needs
of a changing  market place is critical to our success,  and our inability to do
so could have a material adverse effect on our business, liquidity and financial
condition.

If we fail to maintain an effective system of internal  controls,  we may not be
able to detect fraud or report our  financial  results  accurately,  which could
harm our business and we could be subject to regulatory scrutiny.


                                       15
<PAGE>

Pursuant  to  Section  404 of the  Sarbanes-Oxley  Act of 2002,  referred  to as
Section 404, we will be required,  beginning in our fiscal year 2007, to perform
an evaluation of our internal  controls  over  financial  reporting and have our
independent  registered  public accounting firm test and evaluate the design and
operating  effectiveness  of such internal  controls and publicly attest to such
evaluation.  We are in the process of preparing  an internal  plan of action for
compliance  with the  requirements of Section 404, which includes a timeline and
scheduled  activities,  although  as of the date of this  filing we have not yet
completed our effectiveness evaluation. As a result, we cannot guarantee that we
will not have any material  weaknesses  reported by our  independent  registered
public  accounting  firm.  Compliance  with the  requirements  of Section 404 is
expected  to be  expensive  and  time-consuming.  If we  fail to  complete  this
evaluation  in  a  timely  manner,  or  if  our  independent  registered  public
accounting firm cannot timely attest to our  evaluation,  we could be subject to
regulatory scrutiny and a loss of public confidence in our internal controls. In
addition,  any  failure to  implement  required  new or  improved  controls,  or
difficulties  encountered  in their  implementation,  could  harm our  operating
results, cause us to fail to meet our reporting obligations, and cause potential
stockholders  and clients to lose confidence in our financial  reporting,  which
could harm our business and the value of our common stock.

Copyright laws may negatively affect the value of certain of our assets.

Under existing United States  copyright law, sound  recordings may be protected.
United  States  copyright  law,  however,  also  gives  individual  authors  the
inalienable  right to  recapture  the rights to their  copyrighted  material  by
terminating  any  transfer of  interest in their  copyright.  For  example,  for
transfers  given on or after  January 1, 1978,  the  author  may  terminate  the
transfer  after 35 years,  or  perhaps  earlier  if the  performer  has  shorter
reversion provisions within their agreements. A more complex timeline applies to
termination of transfers  conveyed on or before December 31, 1977.  Strict rules
of notice  (i.e.,  a notice of intent to terminate  given from the author to the
publisher)  must be  followed by the author to validate  the  termination.  As a
result,  certain of our assets may be lost if challenged  by authors  seeking to
recapture their copyrighted material,  thereby potentially  negatively affecting
our results of operations and financial condition and our future prospects.

See "Legal Proceedings" for further discussion of this and other disputes.

There are potential  conflicts of interests and agreements  that are not subject
to arm's length negotiations.

Since our inception,  several of our stockholders have provided bridge financing
for start-up  costs and working  capital.  During the fiscal year ended December
31, 2005, these stockholders  advanced a total of $1,459,828,  of which $679,025
of these bridge loans were repaid from the proceeds of other debt  offerings and
$ 780,803 remains outstanding as of December 31, 2005. Additionally,  several of
our stockholders  are affiliated with entities that may receive  consulting fees
and other  compensation  related  to the  performance  of  services  for us. See
"Certain  Relationships and Related  Transactions"  and "Legal  Proceedings" for
further discussion of these transactions.

Risks Related to Investment in Our Securities

There is not  presently  an active  market for shares of our common  stock,  and
therefore,  you may be  unable to sell any  shares of common  stock in the event
that you need a source of liquidity.

Although our common stock is quoted on the Over-The-Counter  Bulletin Board, the
trading  market in our common stock has  substantially  less  liquidity than the
trading  in stock on other  markets  or stock of other  companies  quoted on the
Over-The-Counter  Bulletin  Board.  A public  trading market in our common stock
having the desired  characteristics of depth,  liquidity and orderliness depends
on the presence in the market of willing  buyers and sellers of our common stock
at any time. This presence depends on the individual  decisions of investors and
general  economic and market  conditions  over which we have no control.  In the
event an active  market does not develop,  you may be unable to sell your shares
of common stock at or above the price you paid for them or at any price.


                                       16
<PAGE>

The issuance of shares of common stock upon the  conversion  of our  convertible
securities  and exercise of the  outstanding  warrants may cause  immediate  and
substantial dilution to our existing stockholders.

As of December  31,  2005,  we had  outstanding  warrants to purchase  8,370,911
shares  of  our  common  stock,  and  promissory  notes  and  other  convertible
securities  convertible  into  3,298,334  shares of our common stock,  excluding
issuances that occurred subsequent to year end. The issuance of shares of common
stock upon the exercise of warrants  and/or  conversion of convertible  debt may
result in substantial  dilution to the interests of other stockholders since the
holders of such  convertible  securities  may  ultimately  sell the full  amount
issuable upon any exercises or conversions.

On April  21,  2006,  we  completed  a private  placement  of $2.45  million  of
securities to accredited  investors.  In connection with this private placement,
we sold 7% secured  convertible notes in the aggregate principal amount of $2.45
million,  referred  to as the 7% Notes,  which are  convertible  into  shares of
common stock at a conversion  price of $2.25 per share,  and issued  warrants to
purchase an  aggregate  of  1,088,889  shares of the common stock at an exercise
price of $2.25 per share, referred to as the warrants. At our option and subject
to certain  conditions,  principal and interest  payments due under the 7% Notes
may be paid in cash or shares of common stock. In addition,  if we issue or sell
any  shares  of  common  stock  for a price  per  share  that is less  than  the
applicable  conversion  price of the 7% Notes,  the  conversion  price of the 7%
Notes  will be  reduced.  The  conversion  price  of the 7% Notes  will  also be
adjusted if we issue,  sell or grant any stock or other  securities  convertible
into or  exchangeable  for common stock in an issuance that is not  specifically
exempt by the terms of the 7% Notes.  The number of shares  that may be acquired
by any holder of the 7% Notes upon any conversion of the 7% Notes or issuance of
shares of common stock as principal or interest payments shall be limited to the
extent to insure that the total  number of shares of common  stock  beneficially
owned by any  holder  does not  exceed  4.99% of the total  number of issued and
outstanding shares of common stock.

The warrants may be exercised for common stock on or before April 21, 2011.  The
Warrants  are  exercisable  for shares of common  stock at an exercise  price of
$2.25 per share,  subject to  adjustments  for stock  splits,  stock  dividends,
mergers  and  reorganizations,   or  through  a  "cashless  exercise"  provision
contained in the warrants. In addition, if we issue or sell any shares of common
stock for a price per share that is less than the  applicable  exercise price of
the warrants,  the exercise price of the warrants will be reduced.  The exercise
price of the warrants will also be adjusted if we issue, sell or grant any stock
or other  securities  convertible  into or  exchangeable  for common stock in an
issuance that is not specifically exempt by the terms of the warrants.

We also entered a registration rights agreement,  that requires,  on or prior to
the 60th calendar day after the closing of the private  placement,  that we file
with the Securities and Exchange  Commission a registration  statement  covering
the resale of the registrable securities issued on April 21, 2005.

In connection with the charter  affiliation  agreement with Tribune,  we entered
into a letter  agreement,  dated  March 6, 2006,  pursuant to which we agreed to
issue  to  Tribune  (i)  within  10 days  after  the  execution  of the  charter
affiliation  agreement,  a warrant to purchase shares of our common stock, at an
exercise  price of $2.25  per  share,  and  shares of  common  stock;  (ii) upon
Tribune's  transmission  of The Tube's music network to  television  stations in
markets that  represent  75% of all  television  households in the markets where
Tribune  owns  and/or  operates  broadcast  television  stations,  a warrant  to
purchase  shares of common  stock at an exercise  price of $2.50 per share;  and
(iii) a  specified  number  of  shares  of  common  stock  for  each  11,000,000
television  households (or pro rata if less than  11,000,000) that first receive
The Tube's music  network as a result of a launch of The Tube's music network on
a Tribune television station.  We also granted Tribune "piggyback"  registration
rights  with  respect  to all of the  securities  to be issued  under the letter
agreement.

In connection  with the charter  affiliation  agreement with  Sinclair,  we also
entered  into a letter  agreement,  dated March 22,  2006,  pursuant to which we
agreed to issue to  Sinclair  (i)  within 20 days  after  the  execution  of the
affiliation  agreement,  a warrant to purchase shares of the common stock, at an
exercise  price of $2.25  per  share,  and  shares of  common  stock;  (ii) upon
Sinclair's  transmission  of The Tube's music network to television  stations in
markets that represent 50% of the designated  markets where Sinclair owns and/or
operates broadcast television stations,  shares of common stock; and (iii) on or
after April 1, 2007 and upon Sinclair's transmission of The Tube's music network
to television  stations in markets that represent 75% of the designated  markets
where Sinclair owns and/or operates broadcast  television stations, a warrant to
purchase  shares of our common stock at an exercise price of $2.50 per share and
shares of our common stock.


                                       17
<PAGE>

Existing  stockholders may suffer substantial  dilution with future issuances of
our common stock.

We  anticipate  issuing a  substantial  amount of common  stock  within the next
several  years,  either  in  connection  with  our  equity  incentive  plan  for
directors,  officers,  key  employees and  consultants,  or in private or public
offerings  to meet our  working  capital  requirements.  Any  grants or sales of
additional  shares  of our  common  stock  will  have a  dilutive  effect on the
existing  stockholders,  which  could  adversely  affect the value of our common
stock. In addition,  we have $2.57 million of outstanding  indebtedness  that is
convertible into shares of our common stock at the sole option of the holder, as
well as  warrants  to purchase  8,370,911  shares of our common  stock that were
outstanding as of December 31, 2005,  exclusive of securities  issued subsequent
to  year  end.   Pursuant  to  its  note  issued  in  December  2004,   Mitchell
Entertainment  Company  has the right and  option  until  the  maturity  date to
purchase  shares of common stock upon the terms and  conditions set forth in the
note with an aggregate  purchase  price equal to the principal  amount  prepaid.
Since January 1, 2006,  we issued  approximately  $2.96 million of  indebtedness
that is  convertible  into shares of our common  stock at the sole option of the
holder,  as well as warrants to purchase  2,622,889  shares of common  stock.  A
portion  of this  indebtedness  and  certain  of these  warrants  offer  certain
anti-dilution protections to the holders.

Our  management,  through its  significant  ownership of our common  stock,  has
substantial control over our operations.

Our management owns a significant portion of the total outstanding shares of our
common stock.  These  officers and  employees  have been and will continue to be
able  to  significantly   influence  all  matters  requiring   approval  by  our
stockholders, including the election of directors and the approval of mergers or
other business combination transactions.

We have never paid dividends and do not anticipate paying any in the foreseeable
future.

We have never  declared or paid a cash dividend and we do not expect to have any
cash with which to pay cash dividends in the foreseeable  future.  If we do have
available cash, we intend to use it to grow our business.

Our  incorporation  documents  and  Delaware  law may  inhibit a  takeover  that
stockholders  consider  favorable  and could also limit the market price of your
shares of common  stock,  which may  inhibit an attempt by our  stockholders  to
change our direction or management.

Delaware law and our amended and restated  certificate of incorporation  contain
provisions that could delay or prevent a change in control of our company.  Some
of these provisions include the following:

      (a)   authorize   our  board  of  directors   to  determine   the  rights,
            preferences,  privileges  and  restrictions  granted  to, or imposed
            upon,  the  preferred   stock  and  to  fix  the  number  of  shares
            constituting  any series and the  designation of such series without
            further action by our stockholders; and

      (b)   prohibit cumulative voting in the election of directors, which would
            otherwise  allow  less  than a  majority  of  stockholders  to elect
            director candidates.

These  and  other  provisions  in  our  amended  and  restated   certificate  of
incorporation and under Delaware law could reduce the price that investors might
be willing to pay for shares of our common stock in the future and result in the
market price being lower than it would be without these provisions.


                                       18
<PAGE>

We adopted  provisions in our amended and restated  certificate of incorporation
limiting the liability of management to stockholders.

We have adopted  provisions,  and will maintain  provisions,  to our amended and
restated certificate of incorporation that limit the liability of our directors,
and provide  for  indemnification  by us of our  directors  and  officers to the
fullest extent  permitted by Delaware law. Our amended and restated  certificate
of  incorporation  and  Delaware  law provide  that  directors  have no personal
liability to corporations or their stockholders for monetary damages for actions
taken as a director, except for breach of duty of loyalty, acts or omissions not
in good faith  involving  intentional  misconduct  or knowing  violation of law,
unlawful  payment of dividends or unlawful stock  repurchases,  or  transactions
from which the director derived improper personal benefit. Such provisions limit
the  stockholders'  ability to hold  directors  liable for breaches of fiduciary
duty and reduce the likelihood of derivative  litigation  against  directors and
officers.

We are subject to the penny stock rules,  which may adversely  affect trading in
our common stock.

Currently our common stock is a  "low-priced"  security  under the "penny stock"
rules  promulgated  under the  Securities  Exchange Act of 1934, as amended.  In
accordance  with these rules,  broker-dealers  participating  in transactions in
low-priced  securities  must  first  deliver  a risk  disclosure  document  that
describes the risks associated with such stocks, the  broker-dealer's  duties in
selling the stock,  the  customer's  rights and remedies and certain  market and
other  information.  Furthermore,  the  broker-dealer  must  make a  suitability
determination  approving the customer for low-priced stock transactions based on
the  customer's  financial  situation,  investment  experience  and  objectives.
Broker-dealers must also disclose these restrictions in writing to the customer,
obtain specific  written consent from the customer,  and provide monthly account
statements  to the  customer.  The effect of these  restrictions  will  probably
decrease the willingness of broker-dealers to make a market in our common stock,
decrease liquidity of our common stock and increase  transaction costs for sales
and  purchases  of our  common  stock  as  compared  to  other  securities.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
abuses normally  associated with "low-priced"  securities from being established
with respect to our securities.

Item 2. DESCRIPTION OF PROPERTY

         We lease  approximately  700 square feet of space at 1451 West  Cypress
Creek Road, Fort Lauderdale,  Florida,  the location of our principal  executive
offices.  The current  term of the lease is scheduled to expire on May 31, 2005.
We have a monthly rent  expense of  approximately  $5,000.  We believe that this
space is adequate for our immediate needs.

         We also lease  approximately  750 square feet of space at 2040  Sherman
Street,  Hollywood,  Florida,  the location of The Tube's  principal  operations
center.  The current term of the lease is month to month. We have a monthly rent
expense of approximately  $4,300. We believe that this space is adequate for our
immediate  needs,  while  we look  for a  longer  term  location  for  The  Tube
operations.

         We  entered  into a lease  to rent an  approximate  2,600  square  foot
warehouse facility located in North Miami, Florida on November 1, 2003. The term
of the lease is from  November  1, 2003 to  October  31,  2006.  Currently,  the
monthly rent expense is approximately  $1,419.  In July 2005, we stopped payment
on this lease. We are in dispute with the landlord as to the amount we owe under
the lease.

         On December  22,  2004,  we  purchased a 162,000  square foot  building
situated on  approximately  23 acres of land in Lauderdale  Lakes,  Florida (the
"Lauderdale Property"), which formerly comprised our sole principal property. On
December 28, 2005, we sold the Lauderdale  Property and any damage  sustained by
the building during the hurricane was covered by property insurance.

Item 3. LEGAL PROCEEDINGS


                                       19
<PAGE>

         On January 27, 2005,  the Company was served with a summons with notice
(the  "Summons")  by Jarred  Weisfeld and Cherry Jones,  individually  and doing
business as  JarredCherry  Productions LLC (the  "Plaintiffs"),  which indicates
that the  Plaintiffs  commenced an action against the Company in the state court
located in New York City, New York. The Plaintiffs alleged,  among other things,
breach of contract,  breach of implied  covenant of good faith and fair dealing,
unfair competition,  tortuous  misappropriation of goodwill,  and deceptive acts
and practices pursuant to Section 349 of the New York General Business Law. This
dispute stems from an alleged  agreement  between the Plaintiffs and the Company
related to the works of the late Mr. Russell Jones, who was the son of Ms. Jones
and the management client of Mr. Weisfeld. Although the Plaintiffs,  through the
Summons,  were  seeking  compensatory  and  punitive  damages  of no  less  than
approximately $1.8 million,  the Plaintiffs did not filed an actual Complaint to
state  their  actual  legal case  against  the  Company.  Although  the  Company
expressly  denies  any  allegation  of  wrongdoing  on its  part,  a  settlement
agreement  was reached  between the Company and the  Plaintiffs  on December 12,
2005 in the amount of $73,808.94, which was paid in full.

            On May 5, 2005,  the Company  entered into a  settlement  and mutual
release  agreement,  effective  as of April 15,  2005 (the  "Initial  Settlement
Agreement"), with Ned Siegel, Neil Strum and Strum Brothers Investment, LLC (the
"Settlement  Parties").  The Company  guaranteed  the repayment of the notes AGU
Music  assumed on March 3, 2004 to repay  $350,000  to Ned Siegel and Neil Strum
(the "Notes") in connection  with the  assumption of a  distribution  agreement.
Pursuant to the  Initial  Settlement  Agreement,  the Notes were  cancelled  and
replaced  with new notes having a principal  beginning  balance of $345,806 (the
"New Notes").  The Company did not make any of the required  payments  under the
New Notes and/or Initial Settlement Agreement.

            On  February 1, 2006,  the Company  entered  into a  settlement  and
mutual  release  agreement,  effective  January 16, 2006 (the "Final  Settlement
Agreement"),  with the  Settlement  Parties.  Pursuant to the terms of the Final
Settlement Agreement, the Company (i) was required to pay the Settlement Parties
the sum of $175,000  upon the  execution of the Final  Settlement  Agreement and
(ii) was required to pay the Settlement Parties the sum of $125,000 on a date no
later than February 15, 2006. On February 15, 2006,  the Company made all of the
required payments under the Final Settlement  Agreement.  In connection with the
Final  Settlement  Agreement,  the Settlement  Parties  agreed to dismiss,  with
prejudice, the litigation they filed against the Company on September 1, 2005 in
the Superior  Court of the State of California  for the County of Los Angeles in
connection  with (i) the  Company's  failure to make the  required  payments due
under the New Notes and (ii) other disputes  between the Company and Neil Strum.
In addition, the Settlement Parties and the Company released each other from all
past claims the parties have or may have against each other in  connection  such
litigation. Simultaneously with the execution of the Final Settlement Agreement,
David Levy,  Chief Executive  Officer of the Company,  and Donna Levy, his wife,
executed personal guaranty  agreements in the amount of $125,000 in favor of the
Settlement Parties.

         On November 21, 2005, in the Circuit Court, in the Seventeenth Judicial
Circuit,  in and for Broward  County,  Florida,  The Recovar Group,  L.L.C.,  as
assignee of United Parcel  Service,  a judgment was entered  against the Company
for unpaid  invoices for a total sum of $10,411 that bears  interest at the rate
of 7%.

         MICHAEL JAY SOLOMON v. AGU ENTERTAINMENT  CORP., UNITED STATES DISTRICT
COURT,  SOUTHERN  DISTRICT  OF  FLORIDA,  MIAMI  DIVISION,  CASE  NO.:  05-61829
CIV-ALTONAGA/TURNOFF  - This is an action initiated by Michael Jay Solomon,  our
former  Chairman,  against the  Company  for breach of contract on December  12,
2005.  Solomon  asserts  that we failed  to pay him  approximately  $100,000  in
connection with his resignation  from the Company,  $50,000 of which was alleged
to be an  agreed  upon sum plus  $50,000  for  asserted  reimbursements.  We are
aggressively  defending this action.  The parties have begun the discovery stage
of the action wherein each party will seek documents and other evidence from the
other to support their positions.

         On February 21, 2006,  Federal  Express  Corporation  filed a complaint
against the Company, in the Circuit Court of the Seventeenth Judicial Circuit in
and for Broward County,  Florida,  for breach of contract and unjust  enrichment
claims and is seeking the sum of $23,205.24 plus interest and costs.


                                       20
<PAGE>

         LALAH  HATHAWAY  v. AGU MUSIC,  ET AL.  SUPERIOR  COURT OF THE STATE OF
CALIFORNIA FOR THE COUNTY OF LOS ANGELES, CASE NO. BC 342263 - This is an action
initiated by Lalah Hathaway,  one of our former artists,  against MB Recordings,
Inc.  d/b/a Mesa Blue Moon on February 28,  2006.  AGU Music has been named as a
defendant  in  the  action  as a  result  of an  alleged  agreement  between  MB
Recordings and AGU Music,  for which Hathaway  asserts AGU Music,  is liable for
her damages caused by MB Recordings.  This action is still in the pleading stage
and AGU Music has not yet been  required to file a response  to the action.  The
plaintiff  did not plead any  specific  damages  to date.  We are  moving  for a
dismissal of the complaint.

         MB Recordings,  Inc. has also filed a cross-claim against AGU Music and
the Company in connection with an alleged  agreement  between the Company and MB
Recordings.  We have not yet been served with the  cross-complaint  and have not
yet been required to file a response to said cross-complaint.

         The  Company is subject to claims and legal  actions  that arise in the
ordinary  course  of its  business.  The  Company  believes  that  the  ultimate
liability, if any, with respect to these claims and legal actions, will not have
a material  effect on the  financial  position or results of  operations  of the
Company.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II.

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is quoted on the Over-The-Counter Bulletin Board under
the symbol "TUBM." The following  table sets forth the range of the high and low
bid  information  for our common stock for each  quarter  since our common stock
began  quotation on the  Over-The-Counter  Bulletin  Board in July of 2005.  The
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

         Fiscal 2005                                     High        Low
         -----------                                     ----        ---
         Quarter ended September 30, 2005               $ 6.00      $ 4.25
         Quarter ended December 31, 2005                $ 5.00      $ 1.25

         We did not  repurchase any of our common stock in the fourth quarter of
fiscal year 2005.

         As of March 31,  2006,  there were  27,292,841  shares of common  stock
outstanding held by approximately  170 stockholders of record.  This number does
not include beneficial owners of common stock whose shares are held in the names
of various dealers, clearing agencies, banks, brokers and other fiduciaries.

         We have never paid a dividend on our common stock and  anticipate  that
we will retain future  earnings,  if any, to fund the  development and growth of
our business.  Consequently,  we do not anticipate  paying cash dividends on our
common stock in the foreseeable future. In addition, we are restricted under the
terms of our convertible  notes and debentures  from paying  dividends or making
distributions and repurchasing,  redeeming or otherwise  acquiring any shares of
common stock except under certain circumstances.

         As a Delaware  corporation,  we may not  declare and pay  dividends  on
capital  stock if the amount paid exceeds an amount equal to the surplus,  which
represents the excess of our net assets over  paid-in-capital or, if there is no
surplus,  our net profits for the current and/or  immediately  preceding  fiscal
year. To the extent we pay dividends and we are deemed insolvent or inadequately
capitalized, a bankruptcy court could direct the return of any dividends.


                                       21
<PAGE>

Issuances of Unregistered Securities

         In January 2005, the Company  issued  convertible  promissory  notes to
three  accredited  investors in the aggregate net principal  amount of $150,000.
The $150,000 of convertible  promissory notes are due on the second  anniversary
of their issuance date and are convertible  into shares of the Company's  common
stock at the option of each holder at a conversion  price of $3.00 per share. In
connection with the issuance of the convertible notes, the Company issued to the
holders  warrants to purchase 49,999 shares of the Company's  common stock.  The
warrants  have a two year  term and an  exercise  price of $3.00 per  share.  No
underwriters  or brokers were employed in the  transaction.  The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act of 1933, as amended (the "Securities Act"), in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In January 2005, the Company issued to an accredited  investor warrants
to purchase  2,553,575 shares of the Company's common stock. The warrants have a
two year term and an  exercise  price of $3.00 per  share.  No  underwriters  or
brokers were employed in the transaction.  The securities were deemed restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions by an issuer not involving a public offering.

         In early 2005,  the Company  issued  95,540  shares of common  stock to
several employees.  No underwriters or brokers were employed in the transaction.
The  securities  were  deemed  restricted  securities  for the  purposes  of the
Securities Act. The Company  maintains that the issuance of these securities was
exempt from registration under the Securities Act, in reliance upon Regulation D
promulgated  thereunder  as  transactions  by an issuer not  involving  a public
offering.

         In February  2005, the Company issued 449,000 shares of common stock to
three directors of the Company.  No underwriters or brokers were employed in the
transaction.  The securities were deemed restricted  securities for the purposes
of the  Securities  Act.  The  Company  maintains  that  the  issuance  of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In February  2005, the Company issued 283,245 shares of common stock to
several  investors  in exchange  for  services  valued at $750,592  performed on
behalf  of  the  Company.  No  underwriters  or  brokers  were  employed  in the
transaction.  The securities were deemed restricted  securities for the purposes
of the  Securities  Act.  The  Company  maintains  that  the  issuance  of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In March 2005, the Company issued  convertible  promissory notes to two
accredited  investors in the  aggregate net  principal  amount of $120,000.  The
$120,000 of convertible  promissory  notes are due on the second  anniversary of
their  issuance date and are  convertible  into shares of the  Company's  common
stock at the option of each holder at a conversion  price of $3.00 per share. In
connection with the issuance of the convertible notes, the Company issued to the
holders  warrants to purchase 40,000 shares of the Company's  common stock.  The
warrants  have a two year  term and an  exercise  price of $3.00 per  share.  No
underwriters  or brokers were employed in the  transaction.  The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act, in reliance upon  Regulation D promulgated  thereunder
as transactions by an issuer not involving a public offering.

         In April 2005,  the Company issued 200,000 shares of common stock to an
accredited investor in connection with an agreement between the investor and the
Company.  No  underwriters  or brokers  were  employed in the  transaction.  The
securities were deemed restricted  securities for the purposes of the Securities
Act. The Company maintains that the issuance of these securities was exempt from
registration under the Securities Act, in reliance upon Regulation D promulgated
thereunder as transactions by an issuer not involving a public offering.


                                       22
<PAGE>

         In April 2005,  the Company  issued 111,566 shares of common stock to a
trust  owned by a director  of the  Company.  No  underwriters  or brokers  were
employed in the transaction.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In April  2005,  563,575  shares  of  common  stock to four  accredited
investors as  consideration  for the Company's  failure to pay principal  and/or
interest on loans payable to such  investors.  No  underwriters  or brokers were
employed in the transaction.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In April 2005, the Company issued a convertible  promissory  note to an
accredited  investor  in  the  principal  amount  of  $20,000.  The  convertible
promissory  note is due on the second  anniversary  of its issuance  date and is
convertible  into  shares of the  Company's  common  stock at the  option of the
holder at a conversion price of $3.00 per share. In connection with the issuance
of the  convertible  note, the Company issued to the holder warrants to purchase
6,667 shares of the Company's  common  stock.  The warrants have a two year term
and an  exercise  price of $3.00 per share.  No  underwriters  or  brokers  were
employed in the transaction.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In April 2005,  the Company  issued to Mitchell  Entertainment  Company
warrants to purchase an  aggregate  of 150,000  shares of the  Company's  common
stock in connection with a loan for $245,000 that Mitchell Entertainment Company
made to the  Company.  The  warrants  expire on the later of five years from the
date of issuance or the maturity  date of the Mitchell Note and have an exercise
price of $1.50  per  share.  The  terms  of the  warrants  are the same as those
provided  under the warrants  issued  simultaneously  with the Mitchell Note. No
underwriters  or brokers were employed in the  transaction.  The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act, in reliance upon  Regulation D promulgated  thereunder
as transactions by an issuer not involving a public offering.

         In May 2005,  the Company  issued  11,667 shares of common stock to two
accredited  investors in exchange for services valued at $27,534 provided to the
Company.  No  underwriters  or brokers  were  employed in the  transaction.  The
securities were deemed restricted  securities for the purposes of the Securities
Act. The Company maintains that the issuance of these securities was exempt from
registration under the Securities Act, in reliance upon Regulation D promulgated
thereunder as transactions by an issuer not involving a public offering.

         In May 2005, the Company  issued  convertible  promissory  notes to six
accredited  investors in the  aggregate net  principal  amount of $275,000.  The
$275,000 of convertible  promissory  notes are due on the second  anniversary of
their  issuance date and are  convertible  into shares of the  Company's  common
stock at the option of each holder at a conversion  price of $3.00 per share. In
connection with the issuance of the convertible notes, the Company issued to the
holders  warrants to purchase 91,667 shares of the Company's  common stock.  The
warrants  have a two year  term and an  exercise  price of $3.00 per  share.  No
underwriters  or brokers were employed in the  transaction.  The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act, in reliance upon  Regulation D promulgated  thereunder
as transactions by an issuer not involving a public offering.


                                       23
<PAGE>

         In June 2005,  the Company  issued 27,750 shares of common stock to two
accredited  investors in exchange for services  valued at $1,970 provided to the
Company.  No  underwriters  or brokers  were  employed in the  transaction.  The
securities were deemed restricted  securities for the purposes of the Securities
Act. The Company maintains that the issuance of these securities was exempt from
registration under the Securities Act, in reliance upon Regulation D promulgated
thereunder as transactions by an issuer not involving a public offering.

         In June 2005, the Company  issued  convertible  promissory  notes to an
accredited  investor in the  aggregate  net  principal  amount of $100,000.  The
$100,000  convertible  promissory  note is due on the second  anniversary of its
issuance date and is  convertible  into shares of the Company's  common stock at
the  option  of each  holder  at a  conversion  price of  $3.00  per  share.  In
connection with the issuance of the convertible  note, the Company issued to the
holder  warrants to purchase  33,333 shares of the Company's  common stock.  The
warrants  have a two year  term and an  exercise  price of $3.00 per  share.  No
underwriters  or brokers were employed in the  transaction.  The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act, in reliance upon  Regulation D promulgated  thereunder
as transactions by an issuer not involving a public offering.

         In June 2005, the Company issued to two accredited  investors  warrants
to purchase  50,000 shares of the Company's  common stock in exchange for a loan
in the amount of  $150,000.  The  warrants  have a two year term and an exercise
price of $3.00 per share.  No  underwriters  or  brokers  were  employed  in the
transaction.  The securities were deemed restricted  securities for the purposes
of the  Securities  Act.  The  Company  maintains  that  the  issuance  of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In July 2005, the Company issued to an accredited  investor warrants to
purchase  250,000 shares of the Company's common stock in exchange for a loan in
the amount of $400,000. The warrants have a five year term and an exercise price
of $2.00 per share. No underwriters or brokers were employed in the transaction.
The  securities  were  deemed  restricted  securities  for the  purposes  of the
Securities Act. The Company  maintains that the issuance of these securities was
exempt from registration under the Securities Act, in reliance upon Regulation D
promulgated  thereunder  as  transactions  by an issuer not  involving  a public
offering.

         In July 2005,  the Company issued a convertible  promissory  note to an
accredited  investor in the  aggregate  net  principal  amount of $500,000.  The
$500,000  convertible  promissory  note  is  due  on  January  1,  2007  and  is
convertible  into  shares of the  Company's  common  stock at the  option of the
holder at a conversion price of $2.00 per share. In connection with the issuance
of the  convertible  note, the Company issued to the holder warrants to purchase
400,000 shares of the Company's  common stock. The warrants have a two year term
and an  exercise  price of $3.00 per share.  No  underwriters  or  brokers  were
employed in the transaction.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In August 2005, the Company issued to two accredited investors warrants
to purchase  400,000 shares of the Company's  common stock.  The warrants have a
five year term and an  exercise  price of $2.00 per share.  No  underwriters  or
brokers were employed in the transaction.  The securities were deemed restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions by an issuer not involving a public offering.

         In August 2005, the Company issued to an accredited  investor  warrants
to purchase 25,000 shares of the Company's common stock. The warrants have a two
year term and an exercise price of $2.00 per share.  No  underwriters or brokers
were  employed  in  the  transaction.  The  securities  were  deemed  restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions by an issuer not involving a public offering.


                                       24
<PAGE>

         In August 2005, the Company issued to an accredited  investor  warrants
to purchase 10,000 shares of the Company's common stock. The warrants have a two
year term and an exercise price of $3.00 per share.  No  underwriters or brokers
were  employed  in  the  transaction.  The  securities  were  deemed  restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions by an issuer not involving a public offering.

         In August 2005, the Company issued a convertible  promissory note to an
accredited investor in the principal amount of $50,000.  The $50,000 convertible
promissory  note is due on the second  anniversary  of its issuance  date and is
convertible  into  shares of the  Company's  common  stock at the  option of the
holder at a conversion price of $3.00 per share. In connection with the issuance
of the  convertible  note, the Company issued to the holder warrants to purchase
16,667 shares of the Company's  common stock.  The warrants have a two year term
and an  exercise  price of $3.00 per share.  No  underwriters  or  brokers  were
employed in the transaction.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In August 2005, the Company issued a convertible  promissory note to an
accredited investor in the principal amount of $50,000.  The $50,000 convertible
promissory  note is due on the second  anniversary  of its issuance  date and is
convertible  into  shares of the  Company's  common  stock at the  option of the
holder at a conversion price of $2.00 per share. In connection with the issuance
of the convertible  notes, the Company issued to the holder warrants to purchase
21,667 shares of the Company's  common stock.  The warrants have a two year term
and an  exercise  price of $2.00 per share.  No  underwriters  or  brokers  were
employed in the transaction.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In August 2005,  the Company  issued  27,696  shares of common stock to
three accredited  investors in exchange for services valued at $78,380 performed
for the Company.  No underwriters  or brokers were employed in the  transaction.
The  securities  were  deemed  restricted  securities  for the  purposes  of the
Securities Act. The Company  maintains that the issuance of these securities was
exempt from registration under the Securities Act, in reliance upon Regulation D
promulgated  thereunder  as  transactions  by an issuer not  involving  a public
offering.

         In August 2005, the Company issued 405,000 shares of common stock to an
accredited  investor in exchange for an  adjustment to existing debt owed by the
Company to the  investor.  No  underwriters  or  brokers  were  employed  in the
transaction.  The securities were deemed restricted  securities for the purposes
of the  Securities  Act.  The  Company  maintains  that  the  issuance  of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In August 2005, the Company issued 15,000 shares of common stock to two
directors  of the  Company.  No  underwriters  or brokers  were  employed in the
transaction.  The securities were deemed restricted  securities for the purposes
of the  Securities  Act.  The  Company  maintains  that  the  issuance  of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In  September  2005,  the  Company  issued  to an  accredited  investor
warrants to purchase an aggregate of 550,000  shares of common stock in exchange
for a loan in the  amount of  $500,000.  Two of the  warrants,  one to  purchase
100,000  shares of common  stock and the  other to  purchase  200,000  shares of
common stock,  have a one year term and an exercise price of $2.00 and $3.00 per
share,  respectively.  The other two warrants, one to purchase 100,000 shares of
common stock and the other to purchase  150,000  shares of common stock,  have a
two year term and an exercise price of $4.00 and $5.00 per share,  respectively.
No underwriters or brokers were employed in the transaction. The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act, in reliance upon  Regulation D promulgated  thereunder
as transactions by an issuer not involving a public offering.


                                       25
<PAGE>

         In  September  2005,  the  Company  issued  to an  accredited  investor
warrants to purchase  200,000  shares of common  stock in exchange for a loan in
the amount of $200,000.  The warrants have a two year term and an exercise price
of $2.00 per share. No underwriters or brokers were employed in the transaction.
The  securities  were  deemed  restricted  securities  for the  purposes  of the
Securities Act. The Company  maintains that the issuance of these securities was
exempt from registration under the Securities Act, in reliance upon Regulation D
promulgated  thereunder  as  transactions  by an issuer not  involving  a public
offering.

         In September 2005, the Company issued to Mitchell Entertainment Company
warrants to purchase an  aggregate  of 150,000  shares of the  Company's  common
stock.  The warrants expire on the later of five years from the date of issuance
or the maturity  date of the Mitchell  Note and have an exercise  price of $1.50
per share.  The terms of the warrants are the same as those  provided  under the
warrants  issued  simultaneously  with the Mitchell  Note.  No  underwriters  or
brokers were employed in the transaction.  The securities were deemed restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions by an issuer not involving a public offering.

         In  September  2005,  the  Company  issued  to an  accredited  investor
warrants to purchase  150,000  shares of the Company's  common stock in exchange
for an advance to the Company of $13,000. The warrants have a five year term and
an exercise price of $2.00 per share.  No  underwriters or brokers were employed
in the  transaction.  The securities were deemed  restricted  securities for the
purposes of the Securities Act. The Company maintains that the issuance of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In September  2005, the Company issued 23,000 shares of common stock to
two  accredited  investors  in  exchange  for  services  valued at  $65,090.  No
underwriters  or brokers were employed in the  transaction.  The securities were
deemed restricted securities for the purposes of the Securities Act. The Company
maintains  that the issuance of these  securities  was exempt from  registration
under the Securities Act, in reliance upon  Regulation D promulgated  thereunder
as transactions by an issuer not involving a public offering.

         In October 2005, the Company issued a convertible promissory note to an
accredited investor in the principal amount of $30,000.  The $30,000 convertible
promissory  note is due on the second  anniversary  of its issuance  date and is
convertible  into  shares of the  Company's  common  stock at the  option of the
holder at a conversion price of $3.00 per share. In connection with the issuance
of the convertible  notes, the Company issued to the holder warrants to purchase
10,000 shares of the Company's common stock. The warrant has a two year term and
an exercise price of $3.00 per share.  No  underwriters or brokers were employed
in the  transaction.  The securities were deemed  restricted  securities for the
purposes of the Securities Act. The Company maintains that the issuance of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In November  2005,  the Company issued 25,000 shares of common stock to
an employee as compensation.  The securities were deemed  restricted  securities
for the purposes of the Securities Act. The Company  maintains that the issuance
of these  securities was exempt from  registration  under the Securities Act, in
reliance upon  Regulation D promulgated  thereunder as transactions by an issuer
not involving a public offering.

         In November  2005, the Company issued 115,000 shares of common stock to
three accredited investors in exchange for services valued at $155,250 performed
for the Company.  No underwriters  or brokers were employed in the  transaction.
The  securities  were  deemed  restricted  securities  for the  purposes  of the
Securities Act. The Company  maintains that the issuance of these securities was
exempt from registration under the Securities Act, in reliance upon Regulation D
promulgated  thereunder  as  transactions  by an issuer not  involving  a public
offering.


                                       26
<PAGE>

         In November  2005, the Company issued 301,096 shares of common stock to
four accredited  investors as consideration  relating to outstanding debt of the
Company held by the investors.  No  underwriters or brokers were employed in the
transaction.  The securities were deemed restricted  securities for the purposes
of the  Securities  Act.  The  Company  maintains  that  the  issuance  of these
securities was exempt from  registration  under the Securities  Act, in reliance
upon  Regulation  D  promulgated  thereunder  as  transactions  by an issuer not
involving a public offering.

         In December 2005, the Company issued warrants to purchase 30,000 shares
of the Company's common stock to an accredited  investor.  The warrant has a two
year term and an exercise price of $2.00 per share.  No  underwriters or brokers
were  employed  in  the  transaction.  The  securities  were  deemed  restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions  by an issuer not  involving a public  offering.  In  addition,  in
December  2005,  the  Company  issued to two  accredited  investors  warrants to
purchase  500,000 shares of the Company's common stock. The warrants have a five
year term and an exercise price of $2.00 per share.  No  underwriters or brokers
were  employed  in  the  transaction.  The  securities  were  deemed  restricted
securities  for the purposes of the Securities  Act. The Company  maintains that
the  issuance  of these  securities  was  exempt  from  registration  under  the
Securities  Act,  in  reliance  upon  Regulation  D  promulgated  thereunder  as
transactions by an issuer not involving a public offering.

2006 Annual Meeting of Stockholders

         Our 2006 Annual  Meeting of  Stockholders  (the "2006 Annual  Meeting")
will be held on July 11, 2006.  Pursuant to the proxy rules  promulgated  by the
Securities  and  Exchange  Commission  under the  Exchange  Act,  we notify  our
stockholders  that  stockholder  proposals  for our 2006 Annual  Meeting must be
submitted to us by May 22, 2006 to receive  consideration  for  inclusion in our
proxy statement relating to the 2006 Annual Meeting. Any such proposal must also
comply with the proxy rules under the Exchange Act, including Rule 14a-8.

         In addition,  stockholders are notified that the deadline for providing
us timely notice of any shareholder proposal to be submitted outside of the Rule
14a-8 process for  consideration  at our 2006 Annual Meeting is May 22, 2006. As
to all such  matters  which we do not have  notice on or prior to May 22,  2006,
discretionary  authority shall be granted to the persons designated in our proxy
statement related to our 2006 Annual Meeting to vote on such matters.

         Stockholder  proposals  must be in  writing,  include  the  information
required   by  our   bylaws   and  be  sent   either   by   personal   delivery,
nationally-recognized express mail or United States mail, postage prepaid to The
Tube Media Corp., 1451 West Cypress Creek Road, Fort Lauderdale,  Florida 33309,
Attn: Corporate Secretary. All late or nonconforming proposals will be rejected.
Our bylaws are available, at no cost, at the SEC's website,  www.sec.gov,  as an
exhibit to our Form 8-K filed on March 2, 2006 or upon the stockholder's written
request to the Corporate  Secretary,  Tube Media Corp.,  1451 West Cypress Creek
Road, Fort Lauderdale, Florida 33309.

See Item 11. - Security  Ownership of Certain  Beneficial  Owners and Management
for information on our Equity Compensation Plan Information.


                                       27
<PAGE>

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview

         We were initially known as Lexington Barron Technologies, Inc. and were
incorporated  in the State of  Colorado  on August 23,  2000 for the  purpose of
addressing the specific needs of small businesses and start-up  organizations by
providing a broad range of consulting and advisory services, ranging from market
research  and  analysis to business  plan and systems  development  to financial
consulting.  In early 2004, our former management determined that their business
model was not  progressing  and that we should  either  merge with or acquire an
operating company with an operating history and assets.

         Effective  April 1, 2004, we completed a share exchange  agreement with
Pyramid Music Corp., a Florida corporation ("PMC"). Under the terms of the Share
Exchange  Agreement,  we acquired 100% of the outstanding common stock of PMC in
exchange  for  16,922,464  shares of our common  stock.  On March 26,  2004,  in
anticipation of the completion of the share exchange, we changed our name to AGU
Entertainment Corp. Upon completion of this transaction, the former shareholders
of PMC owned,  on a fully diluted  basis,  approximately  eighty  percent of the
outstanding  common  stock of AGU  Entertainment  Corp.  as of  April  1,  2004,
resulting in a change in control. The transaction was accounted for as a reverse
merger and recapitalization  whereby PMC, which became a wholly owned subsidiary
of AGU  Entertainment  Corp.,  is  deemed  to be  the  acquirer  for  accounting
purposes. In addition, we had no identifiable assets and liabilities as of April
1, 2004. As a result, PMC is deemed to be the surviving accounting and reporting
entity, and all of the historical financial  information  presented in this Form
10-KSB,  including the consolidated  financial  statements and this Management's
Discussion and Analysis or Plan of Operations,  reflect the assets, liabilities,
results of operations and cash flows of PMC and its subsidiaries, The Tube Music
Network,   Inc.,  a  Florida  corporation  ("The  Tube"),  and  Pyramid  Records
International, inc., a Florida corporation ("PRI").

         As a result of the share  exchange,  AGU became  the parent  company of
PMC,  which was a development  stage  company with an inception  date of May 20,
2003  and two  wholly-owned  operating  subsidiaries  that  are  engaged  in the
following services: (i) the formation and operation of a television network, The
Tube,  which airs  traditional  music videos and live  concerts of  contemporary
music  material  that is  derived  from  archived  video  and  music  collection
libraries,  and (ii) a production,  marketing and  distribution  record company,
PRI. PMC was  dissolved in July of 2004 and at that time The Tube and PRI became
wholly-owned  subsidiaries  of AGU  Entertainment  Corp. In February  2005,  PRI
officially changed its name to AGU Music, Inc. ("AGU Music").

         In the  third  quarter  of 2004,  our  board of  directors  decided  to
purchase  and  develop a facility  that  would  serve as a  comprehensive  media
entertainment  recording  and  production  facility that would  encompass  film,
television and musical projects. On December 22, 2004, we closed on the purchase
of a 162,000  square foot  facility  situated on 23 acres of land in  Lauderdale
Lakes,  Florida (the  "Lauderdale  Property").  The Company expected to generate
revenue by  offering  technical  and  production  services in the areas of film,
television  and music  production,  and  through the rental of office and studio
space. A limited amount of production  activity did take place on the Lauderdale
Property in 2004,  and in  February  2005 we formed a separate  subsidiary,  AGU
Studios,  Inc., a Florida  Corporation,  under which our studio  development and
production  activities  were to have  taken  place.  During  2005,  the board of
directors  and  management  determined  that it was in the best  interest of the
stockholders  to abandon the AGU Studios  concept and use the proceeds  from the
sale of the  Lauderdale  Property to alleviate the Company's  liquidity  issues,
retire  currently  maturing  debt,  and  provide  additional  funds for  working
capital.  On  September 1, 2005,  we entered into an agreement  for purchase and
sale,  dated as of August  29,  2005,  with  Tarragon  South  Development  Corp.
("Tarragon") pursuant to which the Company agreed to sell and Tarragon agreed to
buy the Lauderdale Property.  The proceeds from the sale of the property,  which
took place on December 28, 2005, were used to pay debt,  provide working capital
and provide a positive effect on our ability to obtain  favorable  financing for
future  growth.  Proceeds from the sale totaled  approximately  $15 million,  of
which $10.25 million was used to repay the  convertible  promissory note payable
to Mitchell  Entertainment  Company issued on December 22, 2004, the convertible
promissory  note payable to Elizabeth  Buntrock issued on December 22, 2004, the
promissory note payable to Elizabeth  Buntrock issued on October 1, 2005 and the
balance was used for  working  capital.  As a result,  our  attention  is on the
growth  of The Tube  and  particularly  expanding  the  reach  of The Tube  into
additional U.S. households and major markets throughout the United States.


                                       28
<PAGE>

         The Tube is a 24-hour per day broadcast digital television network that
will deliver high quality music video, audio,  pay-per-view options and commerce
to digital viewers nationally. Its national launch expected to take place in the
fourth quarter of 2006.  The Tube is currently  available in  approximately  2.9
million households in various parts of the United States.

         In the late 1990's,  broadcasters  throughout  the country were granted
portions  of the  airwaves  at no cost with the  understanding  that they  would
provide free digital  signals as part of the U.S.  government's  desire for high
definition   television.   However,   due  to  improvements  in  digital  signal
compression,   the  bandwidth  required  to  broadcast  digital  television  was
substantially  reduced,  leaving  broadcasters  with excess  bandwidth to use at
their discretion.  As a result,  there are currently a number of media companies
that have the ability to offer a digital  quality  picture over the air directly
to consumers and indirectly  through the cable and satellite  operators' digital
box using surplus  bandwidth  from local  broadcasters.  These media outlets can
offer  additional  channels to broadcast  local news,  sports,  weather or other
specialty services like The Tube.

         AGU Music will produce both studio albums and DVD concerts.  It entered
into several agreements for distribution and released three albums to the public
in 2004.  Our  ability to produce  new albums and DVD  concerts  in 2006 will be
dependent on the amount of working  capital  available to us (see  Liquidity and
Capital Resources) for the required  marketing,  promotional and other operating
expenses necessary to produce recorded music projects. We have already cancelled
plans for one  significant  music  project  due to a lack of  available  working
capital.

         On March 6, 2006, The Tube entered into a charter affiliation agreement
with Tribune Broadcasting Company ("Tribune"). The charter affiliation agreement
provides Tribune the exclusive right and obligation to transmit The Tube's music
network via broadcast  television from Tribune's  existing and acquired stations
in 22 new markets specified in the charter affiliation  agreement.  On March 22,
2006,  The Tube  entered  into a charter  affiliation  agreement  with  Sinclair
Television Group, Inc. ("Sinclair").  The charter affiliation agreement provides
Sinclair the exclusive right and obligation to transmit The Tube's music network
from Sinclair's  existing and acquired  stations in 36 new markets  specified in
the charter affiliation agreement.  These charter affiliation agreements provide
the  terms  and  conditions  of  broadcasting,  as  well as  certain  guaranteed
obligations  of each of the  parties.  The Tube also has a  charter  affiliation
agreement with Raycom Media Inc. ("Raycom"),  wherein Raycom broadcasts The Tube
music network on 13 stations in their markets.  The combined agreements will put
The Tube music  network in 9 of the top 10 and 71 of the top 100 market areas in
the United States by the end of 2006.

         The    Company's    business    plan    has   The    Tube    delivering
free-to-the-consumer, advertiser supported, music video programming 24 hours per
day, seven days a week. The Company anticipates that it will be in approximately
23  million  homes by the end of  2006.  The  Tube  will be the  only  all-music
multicast  network on television and will not air any game shows,  awards shows,
reality  shows or news shows.  In addition to revenue  generated  from  national
advertising,  it is  intended  that The Tube will  also  have a local  component
offering radio tie-ins,  local marketing,  promotions and local advertising.  In
addition,  The Tube will feature a direct e-commerce  component that will enable
the audience to purchase the music they see and hear immediately by telephone or
online.

         The Company  anticipates  that The Tube will be the first music network
to be distributed using the digital, over-the-air signal of broadcast television
stations and will achieve its national  distribution targets by creating revenue
opportunities  for  broadcasters  that carry The Tube.  The  Company  expects to
launch The Tube  beginning  in the second  quarter of 2006,  and a much  broader
launch in the third quarter of 2006,  with a national media  campaign  utilizing
marketing,  promotions and public relations to reach every relevant audience for
the network. The campaign will be designed to heighten awareness of the network,
stimulate  demand for it across the country and  cultivate its image as the only
network that delivers quality music and entertainment content.


                                       29
<PAGE>

         The Company  believes that it will be able to generate  advertising and
e-commerce revenues from The Tube music network,  however,  its revenue model is
new and  evolving,  and it cannot be  certain  that it will be  successful.  The
potential  profitability  of The Tube's business model is unproven and there can
be no assurance that it can achieve profitable operations. The Company's ability
to generate revenues  depends,  among other things, on its ability to launch its
television network and sustain  advertising and e-commerce  revenues.  See "Risk
Factors - Our business revenue generation model is unproven and could fail."

Results of Operations  for the Year Ended December 31, 2005 Compared to the Year
Ended December 31, 2004

         Revenues for the year ended  December 31, 2005 were  $361,000  compared
with  $907,000 for the same period in 2004.  Revenues in both periods  relate to
AGU Music and the  decrease  in  revenues  is a result of the decline in records
released  during  2005  compared  with  2004,  primarily  due to  the  Company's
liquidity issues.  Gross profit for AGU Music was $330,000 in 2005 compared with
$799,000 in 2004.

         Operating  expenses  for the year  ended  December  31,  2005 were $8.5
million  compared  with $6.2  million  for the same  period  in 2004.  Operating
expenses in 2005 related  primarily to  development  and production of The Tube,
and included general and administrative costs of $6.3 million, legal expenses of
$1,039,000 and auditing expenses of $128,000. Operating expenses in 2004 related
primarily to development  and  production of The Tube, and included  general and
administrative  costs of $4.1 million,  legal  expenses of $503,000 and auditing
expenses of $80,000.  Promotion  and  advertising  expense in 2005 was  $300,000
compared  with  $1.3  million  in  2004,  a  decrease  of $1  million,  which is
principally related to the decline in records released during 2005 compared with
2004.

         Interest expense for the year ended December 31, 2005 was $6.6 million,
which included $3.4 million related to amortization of debt discounts,  compared
with  interest  expense  of  $304,000,   which  included   $123,000  related  to
amortization  of debt  discounts,  in the same period in 2004. This increase was
primarily due to the increase in the Company's notes payable.

         Settlement  expenses  in 2005  were  $1.3  million  and  relate  to the
settlement  of a legal  dispute  and a  settlement  with two co  founders of the
Company, also relating to a dispute. There were no settlement expenses in 2004

         Discontinued  operations for the year ended December 31, 2005, which is
principally related to the sale of the Lauderdale Property, included a loss from
discontinued operations of $3.4 million and a gain from disposal of discontinued
operations  of $5.2  million.  During  2004,  the  loss  from  the  discontinued
operations  was  $219,000  and was also  principally  related to the  Lauderdale
Property.

         We did not record a tax benefit  during  this  period as we  determined
that it was  more  likely  than  not  that  we  would  not be  able to  generate
sufficient  taxable  income to use any net  deferred  tax  assets.  As such,  we
recorded a valuation  allowance equal to the net deferred tax asset that existed
at December 31, 2004 and increased  our  valuation  allowance so that no net tax
benefit was recorded in 2005.

         Our net  deficit as of  December  31,  2005 was $20.9  million of which
$14.2 million was attributable to fiscal 2005.

         We  have  entered  into  several  charter  affiliate   agreements  with
television  broadcasters,  which we  believe  will  allow The Tube to be seen in
approximately  23 million homes by the end of 2006.  While we expect this market
penetration to generate a substantial increase in marketing, promotion and other
expenses  at  The  Tube,   we  also  expect  that  our  revenues  will  increase
sufficiently enough to cover these increases. Thus, our results of operations in
fiscal 2005 are not indicative of our projected  results of operations in fiscal
2006 and beyond.


                                       30
<PAGE>

Liquidity and Capital Resources

         The growth and  development  of our business will require a significant
amount of  additional  working  capital.  We currently  have  limited  financial
resources  and  based  on our  current  operating  plan,  we will  need to raise
additional capital in order to continue as a going concern.  We currently do not
have  adequate  cash to meet our  short or long  term  objectives.  In the event
additional  capital is raised,  it may have a  dilutive  effect on our  existing
stockholders.

         As a company that has recently emerged from the development  phase with
a  limited  operating  history,  we are  subject  to all the  substantial  risks
inherent in the  development  of a new business  enterprise  within an extremely
competitive  industry. We cannot assure you that the business will continue as a
going concern or ever achieve profitability.  Due to the absence of an operating
history  and the  emerging  nature  of the  markets  in  which  we  compete,  we
anticipate operating losses until such time as we can successfully implement our
business  strategy,  which includes the national launch of The Tube. In the year
ended  December 31, 2005 and 2004,  we had  revenues of $361,000  and  $907,000,
respectively,  and incurred a net loss of  approximately  $14.2 million and $5.9
million,   respectively.   Our  financial   condition  and  operating   results,
specifically a working  capital  deficiency of  approximately  $4.3 million,  an
accumulated  deficit  of  approximately  $20.9  million,  and net  cash  used in
operations of approximately  $5.5 million during 2005, raise  substantial  doubt
about our ability to continue to operate as a going  concern.  Because of losses
incurred  by us to date and our general  financial  condition,  our  independent
registered  public  accounting  firm inserted a going concern  qualification  in
their audit report for the most recent fiscal year that raises substantial doubt
about our ability to continue as a going concern. See "Risk Factors - Because of
losses incurred by us to date and our general financial condition, we received a
going concern  qualification  in the audit report from our auditors for the most
recent fiscal year that raises  substantial  doubt about our ability to continue
to operate as a going concern."

         Since May 20, 2003,  our  inception,  we have  financed our  operations
through numerous debt and equity issuances. In addition to the convertible notes
discussed  below,  during 2003, 2004 and 2005, we issued an aggregate  principal
amount of approximately  $4.8 million of promissory notes,  convertible notes or
debentures,  approximately  $3.3  million of which plus accrued  interest,  were
subsequently  converted into 1,173,540 shares of common stock of the Company and
$75,000  was  repaid  in  2005.  Approximately  $1.3  million  of the  remaining
convertible promissory notes mature in the fourth quarter of 2006 and a $150,000
promissory  note matured on June 30, 2005. The June 30, 2005 note remains unpaid
as of  December  31,  2005.  On April  12,  2006  the due date of this  note was
extended  until such time the Company  raises an additional $2 million of equity
or equity  related  securities in addition to the $2.45 million  raised on April
21, 2006. Interest on the convertible and promissory notes are payable quarterly
at a rate of 10%, other than the convertible  notes issued on April 21, 2006. As
of December 31,  2005,  all accrued  interest on the notes has been paid.  While
these  notes are  convertible  into shares of our common  stock at a  conversion
price between $2.00 and $3.00 per share,  there can be no assurances  that these
notes will be converted  prior to their  becoming  due. We currently do not have
the  financial  resources to repay these  promissory  notes  without  additional
financing.

         In June of 2004,  we entered into an agreement  with Radical Media Inc.
("Radical")  whereby  Radical  will design and develop  network  logos,  graphic
templates,  and on-air  interstitials for The Tube. In accordance with the terms
of the agreement, as amended, we were required to pay $200,000, all of which has
been paid, and were required to issue 150,000 shares of our common stock, all of
which were issued.

         On September 15, 2004, we issued a $500,000 convertible promissory note
payable to Galt  Financial  Corporation  (the "Galt  Note").  The Galt Note pays
interest  quarterly at an annual rate of 10%, and matures on September 13, 2006.
As of December 31,  2005,  the accrued  interest  balance on the note amounts to
$25,205.  In accordance  with the terms of the Galt Note, the lender may convert
all or any portion of the outstanding principal into common stock of the Company
at a conversion  price of $1.00 per share. In connection with this  transaction,
we issued  warrants to the lender  with a five-year  term to purchase a total of
500,000  shares of the  Company's  common  stock at a price of $1.00 per  share,
subject to certain  adjustments.  We also  issued  500,000  shares of our common
stock to a  principal  of the lender as part of this  transaction.  On April 27,
2006, we paid $37,534 in interest on the Galt Note.


                                       31
<PAGE>

         On May 5,  2005,  the  Company  entered  into a  settlement  and mutual
release  agreement,  effective  as of April 15,  2005 (the  "Initial  Settlement
Agreement"), with Ned Siegel, Neil Strum and Strum Brothers Investment, LLC (the
"Settlement  Parties").  The Company  guaranteed  the repayment of the notes AGU
Music  assumed on March 3, 2004 to repay  $350,000  to Ned Siegel and Neil Strum
(the "Notes") in connection  with the  assumption of a  distribution  agreement.
Pursuant to the  Initial  Settlement  Agreement,  the Notes were  cancelled  and
replaced  with new notes having a principal  beginning  balance of $345,806 (the
"New Notes").  The Company did not make any of the required  payments  under the
New Notes and/or Initial Settlement Agreement.

         On February 1, 2006,  the Company  entered into a settlement and mutual
release   agreement,   effective   January  16,  2006  (the  "Final   Settlement
Agreement"),  with the  Settlement  Parties.  Pursuant to the terms of the Final
Settlement Agreement, the Company (i) was required to pay the Settlement Parties
the sum of $175,000  upon the  execution of the Final  Settlement  Agreement and
(ii) was required to pay the Settlement Parties the sum of $125,000 on a date no
later than February 15, 2006. On February 15, 2006,  the Company made all of the
required payments under the Final Settlement Agreement.

         At December 31, 2005,  payments  required  under our known  contractual
obligations over the next three years are as follows:

Principal on notes payable     $3,073,828   $1,445,000   $       --   $4,518,828
Operating leases                   14,190           --           --       14,190
Capital leases                     11,278        1,636           --       12,914
Equipment note                     12,986       12,986       10,696       36,668
                               -------------------------------------------------
Total contractual obligations  $3,112,282   $1,459,622   $   10,696   $4,582,600
                               =================================================

         In the fourth quarter of 2004, we purchased the Lauderdale Property and
sold the Lauderdale Property on December 28, 2005. The proceeds from the sale of
the Lauderdale  Property were used to pay debt and provide  working  capital and
provide a positive  effect on our  ability  to obtain  favorable  financing  for
future  growth.  Proceeds from the sale totaled  approximately  $15 million,  of
which  $10.25  million  was used to repay (i) the  convertible  promissory  note
payable to Mitchell  Entertainment Company issued on December 22, 2004, (ii) the
convertible promissory note payable to Elizabeth Buntrock issued on December 22,
2004,  and (iii) the  promissory  note payable to Elizabeth  Buntrock  issued on
October 1, 2005 and the balance was used for working capital.

         On March 31, 2006, we entered into agreements with two individuals (the
"Lenders"),  pursuant to which the Lenders agreed to loan an aggregate amount of
$800,000  (the "Bridge  Loan") to us. In  connection  with the Bridge Loan,  the
Company  issued  two  promissory  Bridge  Notes  (the  "Bridge  Notes"),  in the
aggregate  principal  amount  of  $800,000,  to the  Lenders,  both of whom  are
accredited investors. Pursuant to the terms of the Bridge Notes, the Bridge Loan
will accrue interest at the rate of four percent per year, and the principal and
interest on the Bridge  Notes will be due on March 31,  2007.  The  payments due
under the Bridge  Notes will be  accelerated  as  follows:  (i) in the event the
Company  closes a round of  financing of not less than $2.0 million and not more
than $2.49 million prior to March 31, 2007,  the Company will pay each Lender an
amount  equal to $320,000;  and (ii) in the event the Company  closes a round of
financing  equal to or greater  than $2.5 million  prior to March 31, 2007,  the
Company  will pay each  Lender the total  amount  due under each Note.  Upon the
occurrence of an event of default under the Bridge Notes,  (i) the entire unpaid
balance of the principal and any interest on the Bridge Notes will bear interest
at the rate of 12% per year;  and (ii) the  holders  of the  Bridge  Notes  may,
without notice and at their option,  accelerate the maturity of the Bridge Notes
and cause the entire  unpaid  balance and any interest on the Bridge Notes to be
immediately  due and payable.  An event of default under the Bridge Notes occurs
upon (i) the  Company's  failure  to timely  pay any amount due under the Bridge
Notes;  (ii) the  institution  of any  bankruptcy,  reorganization,  insolvency,
liquidation  or other  proceeding  for relief by or against the Company,  and if
instituted  against the Company,  the Company consents to any such proceeding or
such  proceeding is not dismissed  within 90 calendar days; and (iii) any breach
by the Company of the terms of the Bridge  Notes that  remains  uncured for more
than five days after receipt of written  notice of such breach.  The Bridge Loan
was repaid  with the  proceeds  of the sale of  securities  on April 21, 2006 as
described below.


                                       32
<PAGE>

         On April 21,  2006,  we  completed a private  placement  (the  "Private
Placement")  of $2.45  million of  securities.  In  connection  with the Private
Placement,  the Company and the Investors entered into a purchase agreement (the
"Purchase  Agreement") dated as of April 21, 2006.  Pursuant to the terms of the
Purchase  Agreement,  the  Company  sold 7%  secured  convertible  notes  in the
aggregate  principal  amount of $2.45 million (the "7% Notes") and issued common
stock  purchase  warrants to purchase an aggregate  of  1,088,889  shares of the
Common  stock at an  exercise  price of $2.25  per share to the  Investors.  The
proceeds  of this  offering  will be used to repay debt and  provide  additional
working capital that will be necessary to help launch The Tube during the second
and third quarters of 2006. Although, there can be no assurances that we will be
successful in raising the additional capital to implement our business plan.

         Pursuant to the terms of the 7% Notes,  the Company is required to make
equal monthly principal payments of $136,111 commencing on November 21, 2006 and
continuing,  on the  first  business  day of each  month,  until  the  aggregate
principal  amount  has been  paid in  full.  Interest  on the 7%  Notes  accrues
quarterly and is payable on the last day of March, June,  September and December
of each year, commencing on September 30, 2006. At the option of the Company and
subject to certain conditions,  principal and interest payments due under the 7%
Notes may be paid in cash or shares of common stock.

         On April 27, 2006, we repaid  $182,818 on  promissory  notes payable to
one of our  stockholders  and the  principal of Galt  Financial  Services,  plus
$56,752 in interest  on such notes.  In  addition,  we paid  $37,534 in interest
payable on the Galt Note.

         Cash used in operations  for the year ended  December 31, 2005 was $5.5
million,  which was  primarily  the result of our  accumulated  deficit of $20.9
million as of December  31,  2005,  partially  offset by  increases  to accounts
payable and accrued expenses, non cash expenses and the issuance of common stock
in exchange for services.  We expect to continue to generate negative cash flows
from operations  until such time as we can complete a substantial debt or equity
offering and launch The Tube  nationally,  which we currently expect will be the
third quarter of 2006.  There can be no assurances that we will be successful in
launching The Tube in this timeframe.

         Cash provided by investing  activities  for the year ended December 31,
2005 amounted to $14.4 million and is attributable  primarily to the sale of the
Lauderdale  Property.  Cash used in investing  activities from inception through
December 31, 2004 amounted to $1.5 million consisting  primarily of $1.1 million
for the purchase of, and capital  improvements  to, the Lauderdale  Property and
$150,000 spent under the agreement with Radical.  Capital  expenditures  in 2006
will depend largely upon our ability to raise additional capital;  however,  our
business  plan  currently   assumes   approximately   $2.5  million  of  capital
expenditures over the balance of fiscal 2006.

         We received cash used in financing activities during 2005 in the amount
of $9.3 million which was mainly  comprised of the aggregate  principal  payment
amount of $10.2 million of convertible notes issued as described above.

During 2004 and 2005, we did not remit our payroll taxes timely due to liquidity
issues.  We have recorded a liability  for the 2004 unpaid  payroll taxes in the
amount of $45,147 and the expected interest and penalties for 2004 in the amount
of $26,920.  In 2005 all of the payroll  taxes have been paid with the exception
of  $157,936.  We have  recorded  this  amount as a  liability  in 2005,  and an
estimate of the expected interest and penalties in respect of the late taxes for
2005, in the amount of $123,469. We believe the amounts reserved are adequate in
all material respects.

         The Company paid its payroll  taxes for the first quarter of 2006 late,
and will similarly record an estimate of the expected  interest and penalties in
respect of the late taxes for 2006.

         We have experienced  liquidity issues since our inception due primarily
to our limited ability,  to date, to raise adequate capital on acceptable terms.
We have  historically  relied  upon the  issuance of  promissory  notes that are
convertible into shares of our common stock to fund our operations and currently
anticipate that we will need to continue to issue  promissory  Notes to fund our
operations  and  repay  our  outstanding  debt for the  foreseeable  future.  At
December 31, 2005, we had $4.5 million of promissory notes and convertible notes
outstanding.  If we are unable to issue  additional  promissory  notes or secure
other forms of financing, we will have to evaluate alternative actions to reduce
our operating expenses and conserve cash.


                                       33
<PAGE>

         The Company's financial condition and operating results, specifically a
working capital deficit of approximately $4.3 million, an accumulated deficit of
approximately  $20.9  million,  a net loss in fiscal year 2005 of  approximately
$14.2  million and net cash used in operations  of  approximately  $5.5 million,
raise  substantial  doubt about its ability to continue as a going concern.  See
"Risk  Factors  -  Because  of  losses  incurred  by us to date and our  general
financial  condition,  we received a going  concern  qualification  in the audit
report  from our  Independent  Registered  Public  Accounting  Firm for the most
recent fiscal year that raises  substantial  doubt about our ability to continue
to operate as a going concern."

         As a result of our liquidity issues, we have experienced  delays in the
repayment of certain  promissory notes upon maturity and payments to vendors and
others.  However,  certain  holders of our  promissory  notes  agreed in 2005 to
extend the due dates on their promissory notes. If in the future, the holders of
our  promissory  notes may demand  repayment of principal  and accrued  interest
instead  of  electing  to extend  the due date and if we are unable to repay our
debt when due because of our  liquidity  issues,  we may be forced to  refinance
these  notes  on  terms  less  favorable  to us than the  existing  notes,  seek
protection  under the federal  bankruptcy  laws or be forced into an involuntary
bankruptcy  filing.  See "Risk Factors - If we continue to experience  liquidity
issues  and are  unable  to  generate  revenue,  we may be  unable  to repay our
outstanding debt when due and may be forced to seek protection under the federal
bankruptcy laws."

         On April 21,  2006,  the Company  completed a private  placement  of 7%
secured convertible notes in the aggregate amount of $2.45 million,  convertible
into shares of common  stock at $2.25 per share and issued  warrants to purchase
1,088,889 shares of common stock at $2.25 per share. The proceeds, part of which
was used to repay the Bridge Loan entered into on March 31, 2006, are being used
for working  capital and capital  expenditures  in connection  with the national
launch of The Tube  beginning  in the  second  and third  quartet  of 2006.  The
Company will, however, need to raise substantial  additional capital to continue
the  national  launch of The Tube  beyond the third  quarter of 2006 and provide
substantial  working  capital  for  the  development  of  national   advertising
relationships,  increases in operating costs resulting from additional staff and
office  space  until  such  time as the  Company  begins  to  generate  revenues
sufficient  to  fund  ongoing  operations.  The  Company  believes  that  in the
aggregate,  it will need as much as approximately  $15 million to $20 million to
complete  the  launch of The  Tube,  repay  debt  obligations,  provide  capital
expenditures  for  additional  equipment,   payment  obligations  under  charter
affiliation agreements,  office space and systems for managing the business, and
cover other operating costs until  advertising and e-commerce  revenues begin to
offset our operating costs.  There can be no assurances that the Company will be
successful  in raising  the  required  capital to complete  this  portion of its
business plan.

Critical Accounting Policies and Estimates

         We have  identified  the  policies  outlined  below as  critical to our
business  operations  and an  understanding  of our results of  operations.  The
listing is not  intended  to be a  comprehensive  list of all of our  accounting
policies. In many cases, the accounting treatment of a particular transaction is
specifically  dictated by accounting principles generally accepted in the United
States,  with less need for  management's  judgment  in their  application.  The
impact and associated risks related to these policies on our business operations
are discussed  throughout this "Management's  Discussion and Analysis or Plan of
Operations"  where such  policies  affect our reported  and  expected  financial
results.  For a  detailed  discussion  on the  application  of these  and  other
accounting  policies,  see  Note 1 in the  Notes to the  Consolidated  Financial
Statements in Item 7. Note that our  preparation of this Form 10-KSB requires us
to make estimates and assumptions  that affect the reported amount of assets and
liabilities,  disclosure of contingent assets and liabilities at the date of our
financial  statements,  and the reported  amounts of revenue and expenses during
the reporting  period.  There can be no assurance  that actual  results will not
differ from those estimates.


                                       34
<PAGE>

Revenue Recognition and Accounts Receivable

         With respect to the sales of recorded music, we recognize  revenue when
products  are  shipped  to retail  music  outlets.  Revenue is  recorded  net of
distribution  fees and an allowance for  anticipated  returns in accordance with
the terms of our  distribution  agreements and  established  industry  practice.
Other  revenues  are  recognized  as services  are  provided to the customer and
collectibility  is reasonably  assured.  AGU Music records  accounts  receivable
based on amounts due from our  distributors of recorded music in accordance with
the net revenue earned,  less  production,  marketing and  promotional  expenses
incurred by the distributors on AGU Music's behalf. At December 31, 2005, we had
an allowance for doubtful accounts in the amount of $195,703.

Intangibles

         We continually  evaluate  whether  events and changes in  circumstances
warrant  revised  estimates of useful lives or recognition of an impairment loss
of our  intangibles,  which as of December 31, 2005,  consist  mainly of network
logos,  graphic templates and on-air  interstitials  developed for The Tube, and
contractual rights under a recorded music distribution agreement. The conditions
that would trigger an impairment  assessment of our intangible  assets include a
significant,  sustained negative trend in our operating results or cash flows, a
decrease in demand for our products, a change in the competitive environment and
other industry and economic  factors.  We measure  impairment of our intangibles
utilizing the undiscounted cash flow method. If the estimated  undiscounted cash
flows do not exceed the value of the  related  intangible,  we then  compare the
carrying  amount of the asset to its fair value  based on  estimated  discounted
cash flows. If the unamortized  balance of the intangible asset exceeds its fair
value as measured by the discounted cash flows, an impairment charge is recorded
to write the value of the  intangible  asset down to its fair value.  We did not
record any impairment for  intangibles for the years ended December 31, 2005 and
2004.

Accounting for Income Taxes

         As  part  of  the  process  of  preparing  our  consolidated  financial
statements,  we are required to estimate our income taxes. This process involves
estimating  our actual current tax exposure  together with  assessing  temporary
differences  resulting from differing  treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which
are included  within our  consolidated  balance  sheet.  We must then assess the
likelihood  that our deferred tax assets will be recovered  from future  taxable
income  and to the  extent we  believe  that  recovery  is not  likely,  we must
establish  a  valuation  allowance.  To the  extent  we  establish  a  valuation
allowance or increase  this  allowance  in a period,  we must include an expense
within the tax provision in the consolidated statement of operations.

         Significant   management   judgment  is  required  in  determining  our
provision  for income  taxes,  our deferred tax assets and  liabilities  and any
valuation  allowance  recorded  against our net  deferred  tax  assets.  We have
recorded a valuation  allowance of  $6,189,960  as of December 31, 2005,  due to
uncertainties related to our ability to utilize some of our deferred tax assets,
primarily consisting of certain net operating losses carried forward before they
expire and certain accrued expenses,  which are deferred for income tax purposes
until paid. The valuation  allowance is based on our estimates of taxable income
and the period over which our deferred tax assets will be  recoverable.  The net
deferred  tax  asset  as of  December  31,  2005  was $0,  net of the  valuation
allowance.

Issuances of Common Stock

    Because  of the  significant  liquidity  issues  we  have  faced  since  our
inception,  we have been  required to issue common stock to third party  vendors
and others in order to pay for services rendered. Such issuances are recorded as
an expense in the period in which the services are  performed.  At the time such
services were performed there was no trading market for our common stock and the
value of our stock  was not  readily  determinable.  During  2005,  we issued an
aggregate  of 300,475  shares of common  stock to third  parties in exchange for
services performed. These services were valued at $719,146 for fiscal year ended
December 31, 2005.  We issued  646,106  shares of common stock to employees  and
directors in 2005, and recorded  compensation  expense of $1,519,123.  We issued
200,000 shares of common stock pursuant to a charter affiliation agreement.  The
charter  affiliation  agreement  provides  distribution  services for five years
which were valued at $472,000 for fiscal year ended December 31, 2005. We issued
135,083  shares of common stock to settle certain  liabilities  of $370,713.  We
issued  500,000  shares of common  stock to two  co-founders  of the  Company as
settlement  of a  dispute.  We also  issued  397,800  shares of common  stock in
connection  with certain  equipment  purchases.  These  purchases were valued at
$799,540 for fiscal year ended December 31, 2005.  Also, we issued 60,000 shares
in  connection  with  amending the terms of certain  notes  payable and recorded
$138,006 in interest  expense  and 4,671  shares of common  stock for payment of
interest  expense in lieu of cash and recorded $9,178 in interest  expense.  The
amount of expense  recorded in connection  with these  issuances of common stock
required significant  management  judgment.  Factors considered by management in
determining these valuations included management's assessment as to the value of
the services performed and assets acquired.


                                       35
<PAGE>

Recent Accounting Pronouncement

     In December 2004, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  No. 123,  Share-Based  Payments
(revised 2004), ("SFAS No. 123R"). This statement eliminates the option to apply
the  intrinsic  value  measurement  provisions of  Accounting  Principles  Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, to stock based
compensation  issued to employees.  The Statement  requires companies to measure
the cost of  employee  services  received  in  exchange  for an award of  equity
instruments  based on the  fair  value of the  award at the date of  grant,  and
recognize  that cost over the period  during  which an  employee  is required to
provide services in exchange for the award. SFAS No. 123R is effective as of the
first annual reporting period that begins after December 15, 2005. As of January
1, 2005,  SFAS No. 123R applies to the  Company.  Adoption of SFAS No. 123R will
not have a material effect on the Company's results of operations.


                                       36
<PAGE>

Item 7. FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

                                                                            Page
                                                                            ----
Report  of Independent Registered Public Accounting Firm                      38

Consolidated Balance Sheets as of December 31, 2005 and 2004                  39

Consolidated Statements of Operations for the years ended
December 31, 2005 and 2004                                                    40

Consolidated Statement of Changes in Shareholders' Equity (Deficiency)
for the years ended December 31, 2005 and 2004                                41

Consolidated Statements of Cash Flows for the year ended
December 31, 2005 and 2004                                                    42

Notes to Consolidated Financial Statements as of December 31, 2005 and 2004   43


                                       37
<PAGE>

Report of Independent Registered Public Accounting Firm

The Board of Directors and shareholders
The Tube Media Corp.
(formerly AGU Entertainment Corp.):

We have audited the accompanying  consolidated  balance sheets of The Tube Media
Corp.  (formerly  known  as  AGU  Entertainment  Corp.)  and  Subsidiaries  (the
"Company"),  as of  December  31,  2005 and 2004  and the  related  consolidated
statements of operations,  changes in shareholders' equity (deficiency) and cash
flows  for the years  ended  December  31,  2005 and  2004.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatements.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly in all material respects,  the financial position of The TUBE Media Corp.
and  Subsidiaries  as of December  31,  2005 and 2004,  and the results of their
operations  and their cash flows for the years ended December 31, 2005 and 2004,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 12 to
the consolidated financial statements,  the Company's working capital deficiency
of approximately  $4.3 million,  shareholder's  deficiency of approximately $3.2
million,  net loss from operations of  approximately  $14.2 million and net cash
used in operations of approximately  $5.5 million raise  substantial doubt about
its  ability to  continue as a going  concern.  Management's  plan in regards to
these matters is also  described in Note 12. These  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

----------------------

Boca Raton, Florida
May 1, 2006


                                       38
<PAGE>

                              THE TUBE MEDIA CORP.
                       (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                        As of December 31, 2005 and 2004

<TABLE>
<CAPTION>
Assets                                                                           2005             2004
                                                                             ------------     ------------
<S>                                                                          <C>              <C>
Current Assets:
    Cash                                                                     $    346,998     $    771,533
    Accounts receivable, net of allowance for doubtful                            408,822          507,482
      accounts of $195,703 and $ 0, respectively
    Prepaid expenses                                                              367,264          225,037
                                                                             ------------     ------------
      Total current assets                                                      1,123,084        1,504,052

    Property and equipment, net of accumulated
      depreciation of $296,876 and $103,442, respectively                         437,853          246,144
    Property and equipment from discontinued operations
      net of accumulated depreciation of $7,900 and $19,818, respectively          28,100        8,864,229
    Intangibles, net                                                            1,077,161          913,735
    Other assets                                                                   50,480          164,737
                                                                             ------------     ------------
      Total assets                                                           $  2,716,678     $ 11,692,897
                                                                             ============     ============

Liabilities and Shareholders' Equity (Deficiency)
Current Liabilities:
    Accounts payable                                                         $    794,336     $    501,514
    Accounts payable - related parties                                            154,708          169,258
    Notes payable, related parties                                              1,241,010          445,642
    Convertible notes payable                                                   1,832,818          150,000
    Convertible notes payable from discontinued operations                             --        7,000,000
    Equipment note                                                                 12,986           12,140
    Capital leases payable                                                         11,278           13,881
    Accrued expenses                                                            1,418,774          910,418
    Other current liabilities                                                       6,852           36,965
                                                                             ------------     ------------
      Total current liabilities                                                 5,472,762        9,239,818
                                                                             ------------     ------------

Capital leases payable - long term portion                                          1,636           11,876
Equipment note - long term portion                                                 23,683           36,668
Convertible notes payable - net of unamortized
      discounts                                                                   375,408          854,178
                                                                             ------------     ------------
Total liabilities                                                               5,873,489       10,142,540
                                                                             ------------     ------------
COMMITMENTS AND CONTIGENCIES

Shareholders' equity (deficiency)
    Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
      -0- shares issued and outstanding                                                --               --
    Common stock, $0.0001 par value; 100,000,000 shares authorized,
      26,046,711 and 23,392,576 shares issued and outstanding                       2,604            2,339
    Additional paid-in capital                                                 17,762,512        8,249,675
    Accumulated Deficit                                                       (20,921,927)      (6,701,657)
                                                                             ------------     ------------
      Total shareholders' (deficiency) equity                                $ (3,156,811)    $  1,550,357
                                                                             ============     ============


      Total liabilities and shareholders' equity (deficiency)                $  2,716,678     $ 11,692,897
                                                                             ============     ============
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                   statements


                                       39
<PAGE>

                              THE TUBE MEDIA CORP.
                       (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                             2005             2004
                                                         ------------     ------------
<S>                                                      <C>              <C>
Net revenues                                             $    360,503     $    906,605
Cost of sales and services performed                           30,214          107,297
                                                         ------------     ------------
    Gross profit                                              330,289          799,308
                                                         ------------     ------------

Operating Expenses
    Legal and professional fees                             1,167,362          583,440
    Promotion and advertising                                 300,195        1,335,364
    Bad debt expense                                          197,388               --
    Depreciation and amortization                             509,909          194,063
    Other general and administrative costs                  6,306,301        4,054,370
                                                         ------------     ------------

          Total operating expenses                          8,481,155        6,167,237
                                                         ------------     ------------

          Operating loss                                   (8,150,866)      (5,367,929)
    Interest expense                                        6,560,928          303,753
    Settlement Expenses                                     1,270,000               --
                                                         ------------     ------------
          Loss from continuing operations                 (15,981,794)      (5,671,682)

Loss from discontinued operations                          (3,413,414)        (218,708)
Gain from disposition of discontinued operations            5,174,938               --
                                                         ------------     ------------
          Gain from discontinued operations                 1,761,524         (218,708)
                                                         ------------     ------------

          Net loss                                       $(14,220,270)    $ (5,890,390)
                                                         ============     ============

Loss per common share from continuing operations         $      (0.64)    $      (0.28)
                                                         ============     ============
Loss per common share from discontinued operations       $      (0.14)    $      (0.01)
                                                         ============     ============
Income per common share from gain from disposition of
    discontinued operations                              $       0.21     $         --
                                                         ============     ============
Net loss per common share                                $      (0.57)    $      (0.29)
                                                         ============     ============
Weighted average common shares outstanding -
    Basic and diluted                                      24,903,658       20,180,951
                                                         ============     ============
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                   statements


                                       40
<PAGE>

                              THE TUBE MEDIA CORP.
                       (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
     Consolidated Statement of Changes in Shareholders' Equity (Deficiency)
                 For the Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                        Additional
                                                                                         Paid-in        Accumulated
                                                             Shares     Common Stock     Capital          Deficit          Total
                                                           ------------------------------------------------------------------------
<S>                                                        <C>          <C>            <C>             <C>             <C>
Balance at December 31, 2003                               14,628,324   $      1,463   $     (1,063)   $   (811,267)   $   (810,867)
                                                           ------------------------------------------------------------------------
Issuance of shares of common stock
     to employees on March 22, 2004                         2,294,140            229         28,448              --          28,677
Recapitalization as a result of merger with
    Lexington Barron Technologies                           4,230,614            423           (423)             --              --
Debt and accrued interest converted into
    common stock                                            1,173,540            117      3,462,509              --       3,462,626
Issuance of shares of common stock, Warrants and a
     convertible note with a beneficial conversion
      feature in a private placement transaction              500,000             50        499,950              --         500,000
Issuance of shares of common stock in exchange
     for cash                                                  15,000              1         59,999              --          60,000
Issuance of common stock in exchange for services             195,958             20        329,846              --         329,866
  Issuance of common stock to directors                        17,500              2         26,809              --          26,811
Common stock issued in connection with the acquisition
     of property and equipment                                337,500             34        749,966              --         750,000
Issuance of warrants in connection with issuance of
     convertible debt                                              --             --         93,634              --          93,634
Beneficial conversion feature and issuance of warrants
     in connection with issuance of convertible debt,              --             --      3,000,000              --       3,000,000
Net loss                                                           --             --     (5,890,390)             --      (5,890,390)
                                                           ------------------------------------------------------------------------
Balance at December 31, 2004                               23,392,576   $      2,339   $  8,249,675    $ (6,701,657)   $  1,550,357
                                                           ------------------------------------------------------------------------
Issuance of common stock for services                         500,475             50      1,191,116              --       1,191,166
Issuance of common stock to employees
     for compensation                                          70,540              7        153,724              --         153,731
Issuance of common stock as a price adjustment
     for certain investors                                    410,000             41         14,190              --          14,231
Issuance of common stock in connection with the
     acquisition of property and equipment                     97,800             10        244,490              --         244,500
Issuance of common stock in connection with the sale of
     the building                                             300,000             30        404,970              --         405,000
Issuance of warrants in connection with the issuance of;
     convertible debt                                              --             --      4,326,777              --       4,326,777
     convertible note with a beneficial conversion
      feature in a private placement transaction                   --             --        114,408              --         114,408
Issuance of common stock in settlement of liabilities         135,083             14        370,699              --         370,713
Issuance of common stock to directors for services             20,000              2         54,250              --          54,252
Issuance of common stock to co-founders in connection
    with the settlement of a dispute                          500,000             50      1,179,950              --       1,180,000
Issuance of common stock to a director pursuant to
    an employment agreement                                   444,000             44      1,047,796              --       1,047,840
Issuances of common stock in connection with
     amending the terms of certain notes payable               60,000              6        138,000              --         138,006
Issuance of common stock as interest expense                    4,671              0          9,178              --           9,178
Issuance of common stock to a director in
     connection with a termination letter                     111,566             11        263,289              --         263,300
Net loss                                                           --             --             --     (14,220,270)    (14,220,270)
                                                           ------------------------------------------------------------------------
Balance at December 31, 2005                               26,046,711   $      2,604   $ 17,762,512    $(20,921,927)   $ (3,156,811)
                                                           ========================================================================
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                   statements


                                       41
<PAGE>

             The Tube Media Corp. (Formerly AGU Entertainment Corp.)
                                and Subsidiaries
                      Consolidated Statements of Cash Flows
           For the Year Ended December 31, 2005 and December 31, 2004

<TABLE>
<CAPTION>
                                                                                  2005             2004
                                                                              ------------     ------------
<S>                                                                           <C>              <C>
Cash flows from operating activities:
     Net loss                                                                 $(14,220,270)    $ (5,890,390)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Provision for doubtful accounts                                         197,388               --
           Depreciation and amortization                                           509,909          194,063
           Common stock issued as payment for services                           1,245,366          385,353
           Common stock issued as payment in settlement of a dispute             1,180,000               --
           Common stock issued as compensation to a director                     1,047,840               --
           Gain on disposal of discontinued operations                          (5,174,938)              --
           Decrease (increase) in accounts receivable                               98,660         (466,811)
           (Increase) in prepaid expenses                                         (288,460)        (225,037)
           (Increase) in other assets                                              (31,974)         (12,293)
           Increase in accounts payable and accrued liabilities                    786,808          849,441
           (Decrease) increase in other liabilities                                (30,113)          36,965
           Amortization of discount on notes payable                             9,177,623          122,812
                                                                              ------------     ------------
                       Net cash (used in) operating activities                  (5,502,161)      (5,005,897)
                                                                              ------------     ------------
Cash flows from investing activities:
     Disbursements for intangibles                                                (175,370)        (151,035)
     Proceeds from sale of assets of discontinued operations                    14,542,108       (1,326,458)
                                                                              ------------     ------------
                       Net cash provided by (used in) investing activities      14,366,738       (1,477,493)
                                                                              ------------     ------------
Cash flows from financing activities:
     Payment of notes payable                                                  (10,205,276)         (86,350)
     Proceeds from notes payable to related parties                              1,970,852          282,910
     Payment of deferred financing fees                                                 --         (148,059)
     Payment on capital leases                                                     (23,222)         (11,622)
     Payment of notes payable to related parties                                (1,190,049)        (308,004)
     Proceeds from the sale of common stock                                             --           60,000
     Proceeds from other notes payable                                             158,583        7,329,000
                                                                              ------------     ------------
                       Net cash (used in) provided by financing activities      (9,289,112)       7,117,875
                                                                              ------------     ------------
                       Net (decrease) increase in cash                            (424,535)         634,485
Cash, beginning of year                                                            771,533          137,048
                                                                              ------------     ------------
Cash, end of year                                                             $    346,998     $    771,533
                                                                              ============     ============
Supplemental disclosure of cash flow information:
        Cash paid for income taxes                                            $         --     $         --
                                                                              ============     ============
        Cash paid for interest                                                $      9,178     $     22,969
                                                                              ============     ============
     Non-cash financing activities:
        Common stock issued as payment for services                           $  1,399,149     $    385,353
                                                                              ============     ============
        Equipment acquired through issuance of common stock                   $    244,500     $    750,000
                                                                              ============     ============
        Conversion of liabilities to common stock                             $    370,713     $  3,462,627
                                                                              ============     ============
        Equipment acquired through capital lease obligations                  $         --     $     14,637
                                                                              ============     ============
        Property and equipment acquired through notes payable                 $         --     $  7,000,000
                                                                              ============     ============
        Common stock issued as price adjustment                               $     14,231     $         --
                                                                              ============     ============
        Common stock issued in connection with adjusting notes payable        $    138,006     $         --
                                                                              ============     ============
        Common stock issued in connection with director's termination         $    263,300     $         --
                                                                              ============     ============
        Common stock issued in connection with the sale of the building       $    405,000     $         --
                                                                              ============     ============
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                   statements


                                       42
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization.  The Tube Media Corp. (the "Company"),  formerly AGU Entertainment
Corp.   ("AGU")  (and  formerly   Lexington  Barron   Technologies,   Inc.)  was
incorporated in the state of Colorado on August 23, 2000 to engage in financial,
operational  and systems  consulting to startup and small  businesses.  Prior to
April 1, 2004, the Company was a development stage, public reporting company and
did not  engage  in any  significant  operations  or  enter  into  any  material
transactions.

    Effective April 1, 2004, the Company entered into a Share Exchange Agreement
with Pyramid Music Corp. ("PMC"), a Florida corporation having an inception date
of May 20, 2003,  whereby the Company  acquired 100% of the  outstanding  common
stock of PMC in exchange  for issuing  16,922,464  shares of its common stock to
the  stockholders  of PMC (see Note 2). PMC was a development  stage company and
was formed for the  purpose of  developing  market  share in the  recording  and
broadcast  media  industries  through  the  establishment  of a  music  oriented
television network and archived video and music collection libraries.

     On  October  20,  2004,  AGU was  reincorporated  in the state of  Delaware
through a merger of AGU into a wholly owned subsidiary corporation  incorporated
in the  State of  Delaware.  The  reincorporation  resulted  in AGU  becoming  a
Delaware corporation effective as of October 21, 2004. On February 26, 2006, AGU
changed  its name to The Tube Media  Corp.  The  Company's  name  change did not
result in any change in the  Company's,  business,  assets,  liabilities  or net
worth.

   In February of 2005,  the Company formed two new  subsidiaries,  AGU Studios,
Inc. ("AGU Studios"),  a Florida  corporation,  and 3200 Oakland Park Boulevard,
Inc., a Florida  corporation  ("3200 Oakland  Park").  These  subsidiaries  were
formed for the  intended  purpose of  developing a media center for the film and
entertainment  business.  As a result of  liquidity  issues  and the sale of the
property located in Lauderdale Lakes, Florida, the operations of AGU Studios and
3200 Oakland Park have been discontinued.

     At  December  31,  2005,  the  Company  had  two   wholly-owned   operating
subsidiaries that were engaged in the following services:  (i) the formation and
operation of a television  network,  The Tube Music Network,  Inc., ("The Tube")
that airs  traditional  music  videos and live  concerts of  contemporary  music
material that is derived from archived video and music collection libraries, and
(ii) a production,  marketing and distribution  record company,  AGU Music, Inc.
("AGU Music").

Principles of Consolidation.  The accompanying consolidated financial statements
include  the  accounts  of Tube Media and its  subsidiaries.  References  to the
Company  mean  The  Tube  Media  Corp.  and its  subsidiaries  unless  otherwise
indicated. All significant inter-company transactions have been eliminated.

Reverse  Acquisition.  Under the terms of the Share Exchange Agreement (see Note
2),  the  number  of  shares  of Tube  Media's  common  stock  exchanged  in the
transaction  represented  approximately 80% of the issued and outstanding common
stock of Tube  Media,  resulting  in a  change  in  control.  As a  result,  the
transaction was accounted for as a reverse merger and  recapitalization  whereby
PMC is deemed to be the acquirer for accounting purposes.  Because PMC is deemed
to be the surviving  accounting and reporting entity, and because Tube Media had
no identifiable  assets or liabilities as of the date of the  transaction,  only
PMC and its  subsidiaries'  historical  balances and results of  operations  are
reflected in the accompanying financial statements for all periods presented.


                                       43
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

Revenue  Recognition  and  Accounts  Receivable.  With  respect  to the sales of
recorded  music,  the Company  recognizes  revenue when  products are shipped to
retail  music  outlets.  Revenue is  recorded  net of  distribution  fees and an
allowance for anticipated  returns in accordance with the terms of the Company's
distribution  agreements and established  industry practice.  Other revenues are
recognized  as services  are  provided to the  customer  and  collectibility  is
reasonably assured.  Accounts receivable  primarily  represents amounts due from
the  Company's  distributors  of recorded  music and is comprised of net revenue
earned,  less  production,  marketing and promotional  expenses  incurred by the
distributors  on the Company's  behalf.  At December 31, 2005 the Company had an
allowance for doubtful accounts in the amount of approximately $196,000 based on
the  Company's  analysis  of the  collectibility  of the  receivables  that were
outstanding  as of the balance sheet date.  The Company will continue to monitor
collections  and  payments  from  its  customers  and  distributors  for  future
potential credit losses.

Loss Per Common Share.  Basic earnings or loss per share is computed by dividing
net earnings or loss attributable to common stockholders by the weighted average
number of shares  outstanding  during the period.  Diluted  earnings or loss per
share  attributable  to common  stockholders  further  considers  the  impact of
dilutive common stock equivalents. Diluted loss per share is equal to basic loss
per share for all periods presented, because the effect of the additional shares
which would be issued  assuming  conversion of convertible  debt and outstanding
common stock warrants are anti-dilutive in each period.  The aggregate amount of
securities  that could  potentially  dilute EPS in future  years at December 31,
2005 was 21,648,575.

Use of Estimates.  The  preparation of financial  statements in accordance  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
the  disclosure of contingent  assets and  liabilities  at the date of financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Property & Equipment.  Property and equipment is stated at cost. Depreciation is
recorded using the  straight-line  method over the estimated useful lives of the
assets.  The  depreciable  lives range from one to ten years for  machinery  and
equipment,  ten to twenty-five years for buildings and building improvements and
three to five years for  furniture  and  fixtures.  Leasehold  improvements  are
depreciated over the remaining  applicable lease term, or their estimated useful
lives, whichever is shorter. Leasehold and building improvements are written-off
if the related leasehold or building is vacated. Major renewals and improvements
are capitalized,  while maintenance,  repairs and minor renewals not expected to
extend the life of an asset  beyond  its  normal  useful  life are  expensed  as
incurred. Land is not depreciated.

Impairment of Long-Lived  Assets.  The Company  evaluates the carrying  value of
long-lived  assets under the  provisions  of  Statement of Financial  Accounting
Standards  ("SFAS")  No.  144,  Accounting  for the  Impairment  or  Disposal of
Long-Lived  Assets.  SFAS No. 144 requires  impairment  losses to be recorded on
long-lived  assets used in operations  when indicators of impairment are present
and the undiscounted future cash flows estimated to be generated by those assets
are less than the assets'  carrying  amount.  If such assets are  impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets  exceeds  their fair  value.  Assets to be  disposed of are
reported at the lower of the carrying  value or fair value,  less costs to sell.
No impairment  losses were  recognized by the Company as of December 31, 2005 or
2004.

Advertising   Costs.   Promotion  and  advertising   costs,  which  amounted  to
approximately  $300,000  and  $1,300,000  in 2005 and  2004,  respectively,  are
expensed as incurred.


                                       44
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

Concentrations of Credit Risk. The Company's potential exposure to concentration
of credit risk is primarily  through cash and  accounts  receivable.  At certain
times,  the Company has cash  balances  in excess of Federal  Deposit  insurance
limits,  which  potentially  subject the Company to market and credit risks.  At
December 31, 2005 the Company had an aggregate cash balance of $430,522 that was
not covered by Federal Deposit  insurance.  This cash balance is maintained at a
financial institution with favorable credit ratings, and the Company believes no
significant risk of loss exists with respect to this balance.

Financial Instruments.  At December 31, 2005 and 2004, the carrying value of the
Company's  financial  instruments,  which  include  cash,  accounts  receivable,
accounts payable,  accrued expenses, notes payable and other current liabilities
approximates  their  fair  value  due  to  the  short-term   maturity  of  those
instruments.

Stock-Based Compensation. For the year ended December 31, 2005 and from the date
of the 2004 Stock Option Plan's inception through December 31, 2004, the Company
did not grant any stock option  awards to employees  under its 2004 Stock Option
Plan.  Shares of common stock issued to employees  are recorded as  compensation
expense based on the estimated  fair value of the stock at the date of issuance.
During the year ended  December 31,  2005,  the Company  recognized  $153,731 of
compensation expense for shares of common stock issued to employees.

Recent  Accounting  Pronouncements.  In December 2004, the Financial  Accounting
Standards  Board ("FASB")  issued SFAS No. 123,  Share-Based  Payments  (revised
2004),  ("SFAS No.  123R").  This  statement  eliminates the option to apply the
intrinsic value  measurement  provisions of Accounting  Principles Board ("APB")
Opinion  No.  25,  Accounting  for Stock  Issued to  Employees,  to stock  based
compensation  issued to employees.  The Statement  requires companies to measure
the cost of  employee  services  received  in  exchange  for an award of  equity
instruments  based on the  fair  value of the  award at the date of  grant,  and
recognize  that cost over the period  during  which an  employee  is required to
provide services in exchange for the award. SFAS No. 123R is effective for small
business public companies as of the first interim or annual reporting period for
their first  fiscal year  beginning on or after  December 15, 2005.  Adoption of
SFAS No. 123R during the first  quarter of 2006 will not have a material  effect
on the Company's results of operations.

Reclassifications.  Certain  amounts from prior year have been  reclassified  to
conform to current year presentation.

2. SHARE EXCHANGE AGREEMENT

     On April 1, 2004,  under the terms of the Share  Exchange  Agreement,  Tube
Media (an inactive public reporting  company)  acquired 100% of the stock of PMC
in exchange for  16,922,464  newly issued  shares of common stock of Tube Media.
The number of shares of Tube Media  exchanged  in this  transaction  represented
approximately 80% of the then-issued and outstanding common stock of Tube Media.
As a result of this transaction,  the former shareholders of PMC own, on a fully
diluted basis, approximately 80% of the outstanding common stock of the Company,
resulting in a change in control.

     The transaction was accounted for as a reverse merger and  recapitalization
whereby PMC is deemed to be the acquirer for accounting purposes. Because PMC is
deemed to be the surviving  accounting  and reporting  entity,  only PMC and its
subsidiaries' historical balances and results of operations are reflected in the
consolidated  financial statements for all periods presented.  At April 1, 2004,
Tube Media had no identifiable assets or liabilities,  therefore the transaction
did not have a  material  effect on PMC's  financial  condition  or  results  of
operations.

3. PROPERTY AND EQUIPMENT


                                       45
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

Property and equipment consisted of the following at December 31, 2005 and 2004:

Continuing Operations                                   2005            2004
                                                    -----------     -----------
Equipment, furniture and fixtures                   $   732,689     $   347,546
Leasehold improvements                                    2,040           2,040
                                                    -----------     -----------
                                                        734,729         349,586

Less accumulated depreciation and amortization         (296,876)       (103,442)
                                                    -----------     -----------
                                                    $   437,853     $   246,144
                                                    ===========     ===========

Discontinued Operations
Land                                                $        --     $ 5,832,706
Building and building improvements                           --       3,035,116
Equipment, furniture and fixtures                        36,000              --
Leasehold improvements                                       --          16,225
                                                    -----------     -----------
                                                         36,000       8,884,047

Less accumulated depreciation and amortization           (7,900)        (19,818)
                                                    -----------     -----------
                                                    $    28,100     $ 8,864,229
                                                    ===========     ===========

         On December 22, 2004,  the Company  purchased  certain real property in
Lauderdale  Lakes,  Florida  consisting of  approximately 23 acres of land and a
162,000  square  foot  building  (the  "Lauderdale  Property").  The Company had
intended to develop the  property;  however,  on September 1, 2005,  the Company
entered into a purchase and sale  agreement for $15 million,  dated as of August
29,  2005  (the  "Agreement  for  Purchase  and  Sale"),   with  Tarragon  South
Development Corp.  ("Tarragon") pursuant to which the Company agreed to sell and
Tarragon agreed to buy the Lauderdale Property.

         Depreciation  expense for  continuing  operations  was $201,335 for the
year ended  December 31, 2005 and $65,499 for the year ended  December 31, 2004.
Additionally,  depreciation  expense for  discontinued  operations  for the year
ended December 31, 2005 and 2004 was $77,166 and $13,058, respectively.

4. NOTES PAYABLE

Convertible Notes and Promissory Notes

Convertible  notes  payable  and  promissory  notes  payable  consisted  of  the
following at December 31, 2005 and 2004:


                                       46
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                           2005             2004
                                                       ------------     ------------
<S>                                                    <C>              <C>
First mortgage note secured by Lauderdale Property     $         --     $  7,000,000
Second mortgage note secured by Lauderdale Property              --        3,000,000
Other convertible and promissory notes                    3,277,818        1,475,000
                                                       ------------     ------------
                                                          3,277,818       11,475,000
Less: current portion                                    (1,832,818)      (7,150,000)
Less: Discount on convertible notes payable              (1,069,592)      (3,470,822)
                                                       ------------     ------------
Notes payable, long term portion, net of discounts     $    375,408     $    854,178
                                                       ============     ============
</TABLE>

         As part of the purchase price of the Lauderdale  Property (see note 3),
the Company  issued to the seller on December 22, 2004 a convertible  promissory
note in the principal amount of $7 million (the "December  Buntrock Note").  The
note paid  interest  at an annual rate of 6.5% and was  convertible  at any time
into shares of the  Company's  common stock at a  conversion  price of $2.50 per
share.

         On September 1, 2005, the Company entered into an agreement to sell the
Lauderdale  Property  to a local  real  estate  developer.  The  purchase  price
received for the Lauderdale Property was $15.0 million paid in cash.

         In connection  with the purchase and sale  agreement for the Lauderdale
Property, Tarragon agreed to loan $2.5 million to the Company, advanced in three
tranches upon the Company  meeting certain  conditions.  The first two tranches,
totaling  $1.5  million,  was received by the Company on October 21,  2005.  The
third  tranche of $1.0 million was received by the Company on November 17, 2005.
These  advances  were  repaid at the time of  closing of the  purchase  and sale
agreement on December 28, 2005.

         Also on December 22,  2004,  the Company  issued a secured  convertible
term  note in the  principal  amount of $3  million  to  Mitchell  Entertainment
Company (the "Mitchell Note"). The Mitchell Note paid interest at an annual rate
of 10% and had a maturity  date of December  19, 2006.  The Mitchell  Note could
have been converted at any time by the lender into shares of the Company's stock
at an  initial  conversion  price of $1.50 per share,  subject to  anti-dilution
protections  and certain other  adjustments.  In connection with the issuance of
the Mitchell  Note,  the Company also issued to the lender  warrants to purchase
2,000,000 shares of the Company's common stock at an exercise price of $2.00 per
share.  In  connection  with the  issuance  of the  Mitchell  Note,  the Company
incurred deferred financing fees of approximately  $148,000,  which is reflected
in other assets on the Company's balance sheet. The Mitchell Note was secured by
a second  mortgage on the Lauderdale  Property and by  substantially  all of the
Company's other assets, including the capital stock of its subsidiaries.

         The issuance of the  warrants,  as well as the existence of an embedded
beneficial  conversion feature,  resulted in the Company recording a discount on
the Mitchell Note of  $3,000,000  as of the date of issuance.  This discount was
being  accreted as interest  expense  from the date of issuance to the  Mitchell
Note's maturity date. The Mitchell Note was paid in full on December 28, 2005.

         On December 28, 2005 the December  Buntrock Note,  issued in connection
with the purchase of the  Lauderdale  Property,  the October  Buntrock  Note, as
defined below, and Mitchell Note were paid in full from the proceeds of the sale
of the  Lauderdale  Property,  and  the  remaining  balance  of the  unamortized
discount on the Mitchell Note was charged off as interest expense.


                                       47
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         On October  21,  2005,  the  Company  issued a  promissory  note in the
aggregate  principal  amount of $250,000  (the "October  Buntrock  Note") to the
holder of the  first  mortgage  note  secured  by the  Lauderdale  Property,  as
consideration  for past  defaults by the Company under the first  mortgage.  The
Company did not receive any  additional  cash  proceeds in  connection  with the
October Buntrock Note. The October Buntrock Note bore interest at the applicable
Internal  Revenue Service federal interest rate per annum, as adjusted from time
to time,  and matured on the earlier of (i) the date of closing of the  purchase
and sale of the  Lauderdale  Property or (ii)  December  23,  2005.  The October
Buntrock Note was paid in full on December 28, 2005.

         In addition,  in connection with the October Buntrock Note, the Company
and the holder of the first  mortgage note on the  Lauderdale  Property  entered
into an agreement  pursuant to which the holder agreed to waive certain defaults
under the first  mortgage and the Company  agreed to issue 175,000 shares of the
Company's  common stock to the holder and 125,000  shares to the holder's  legal
counsel.

         In  connection  with  advances of working  capital to the Company,  the
Company  issued  in 2005  promissory  notes to a  stockholder  in the  amount of
$532,818;  $350,000  of which  was  repaid  in the same  period.  The  remaining
$182,818 is due on various dates in 2006.

         On  September  14,  2004,  the  Company  issued a $500,000  convertible
promissory  note payable to Galt Financial  Corporation  (the "Galt Note").  The
Galt Note pays  interest  quarterly  at an annual  rate of 10%,  and  matures on
September 14, 2006. In  accordance  with the terms of the Galt Note,  the lender
may convert all or any portion of the outstanding principal into common stock of
the  Company  at a  conversion  price of $1.00 per  share,  subject  to  certain
adjustments.  In connection with this  transaction,  the Company issued warrants
with a  five-year  term to purchase a total of 500,000  shares of the  Company's
common stock at a price of $1.00 per share, subject to certain adjustments.  The
Company  also issued  500,000  shares of its common  stock to a principal of the
lender as part of this transaction.

         The issuance of the stock and warrants,  as well as the existence of an
embedded beneficial conversion feature of the Galt Note, resulted in the Company
recording a discount  on the Galt Note of  $500,000 as of the date of  issuance.
This discount is being accreted as interest expense from the date of issuance to
the Galt Note's maturity date. In the event of early conversion or default,  the
remaining  discount would be recognized as interest expense during the period in
which such early conversion or default occurs.

         The carrying  value of the Galt Note at December 31, 2005 was $324,658.
The  unamortized  balance of the discounts on the Galt Note at December 31, 2005
was $175,342.  Notwithstanding  the financial  statement  presentation  required
under accounting  principles generally accepted in the United States of America,
the Company remains legally obligated to repay the $500,000 principal amounts of
the Galt Note,  on its  maturity  date,  plus all  accrued  interest  thereon in
accordance with the terms of the Galt Note.

         The Company issued  convertible  promissory notes to various accredited
investors in 2004 and 2005,  in the aggregate  principal  amount of $825,000 and
$1.3 million,  respectively, of which $600,000, plus accrued interest of $24,834
have been  converted  into 208,278  shares of the Company's  common  stock.  The
remaining  $1.52 million of convertible  promissory  notes are due on the second
anniversary  of their  issuance  date and are  convertible  into  shares  of the
Company's  common  stock at the  option  of each  holder at a  conversion  price
ranging  from $2.00 and $3.00 per share.  Also during 2004,  the Company  issued
approximately  $2.7 million of promissory notes that were converted,  along with
$106,187 of accrued interest,  into 930,827 shares of the Company's common stock
prior to December 31, 2004.


                                       48
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     The  Company  also  issued  in  2004 a  promissory  note in the  amount  of
$225,000; $75,000 of which was repaid in the same period. The remaining $150,000
promissory note was due May 31, 2005,  however,  on April 11, 2006, the note was
extended  until such time the Company  raises an additional $2 million in equity
or equity  related  securities in addition to the $2.45 million  raised on April
21, 2006.

     In connection with the issuance of the convertible  notes, other promissory
notes, interim working capital advances, the extension of maturity dates and the
performance of certain  services,  the Company issued to the holders warrants to
purchase an  aggregate of  8,370,911  shares the  Company's  common  stock.  The
warrants  have a two to five year term and an exercise  price ranging from $1.00
to $5.00 per share. The warrants were valued at $5,078,192,  and this amount was
recorded as a discount to the  convertible  promissory  notes.  The  unamortized
balance of the  discount  for these notes as of  December  31, 2005 and 2004 was
$1,069,592 and $90,685, respectively.

     During  2003  the  Company  issued  $600,000  of  convertible  subordinated
debentures and an additional  $50,000 of similar debentures in February of 2004.
All of these debentures,  plus accrued interest of $12,890,  were converted into
244,482  shares of the  Company's  common stock in 2004.  Also during 2003,  the
Company entered into an installment note to purchase  equipment in the amount of
$62,880.  Principal and interest payments are paid monthly,  and the outstanding
balance on this note as of December 31, 2005 is $36,788.

Related Party Notes

         During 2003,  the Company  received  loans in the  aggregate  amount of
$114,400 from three  shareholders  of the Company.  The loans pay interest at 5%
and were due on June 30, 2005. During 2004 the Company received additional loans
from an officer of the Company and another  major  shareholder  in the amount of
$283,000,  which was  repaid in 2004 with a  portion  of the  proceeds  from the
Mitchell Note.

         In June  2004,  the  Company  received  loans  from  and  executed  two
promissory  notes totaling  $235,000 in favor of DML Marketing  Corp., an entity
controlled by Donna M. Levy, the wife of David C. Levy, in the principal  amount
of $150,000, which matured on October 30, 2004, and John P. Grandinetti,  who at
the time was a significant  stockholder of the Company,  in the principal amount
of $85,000,  which matured on October 30, 2004. The notes accrued interest at an
annual rate of 5%. These notes were repaid in December 2004.

         In August 2004 and October 2004,  the Company  received  loans from and
executed  promissory  Notes in the  principal  amounts  of  $40,000  and  $1,000
respectively,  in favor of DML Marketing Corp. The notes accrued  interest at an
annual rate of 5% and  matured on  November 1, 2004.  These notes were repaid in
December 2004.

         On March 3, 2004,  AGU Music entered into an Assignment  and Assumption
Agreement with Pyramid Media Group, Inc. ("PMG") (of which a related party and a
shareholder of the Company own a controlling interest,  whereby AGU Music agreed
to assume all of the  covenants  and  obligations  of a  Distribution  Agreement
between  PMG  and ARK 21  Records,  LP  ("ARK21").  The  Distribution  Agreement
provides that ARK21 be the  manufacturer  and  distributor  of certain  recorded
music  projects for AGU Music through  normal  retail  channels  throughout  the
United States. In exchange for the rights to the Distribution  Agreement between
PMG and ARK21,  AGU Music  assumed  the  obligation  to repay  $350,000 of notes
payable  to Neil  Strum and Ned  Siegel,  two  significant  stockholders  of the
Company.  The Company  guaranteed payment on the notes. The notes have an annual
interest  rate of 8%.  Approximately  $19,000 of the notes were paid in 2004 and
the outstanding  balance at December 31, 2005 was  approximately  $331,000.  The
terms of these notes required  monthly  payments of principal and interest.  The
Company had not made the required monthly  principal and interest payments since
June of 2004. On May 5, 2005, the Company  entered into a settlement  agreement,
effective April 15, 2005, with the holders of the notes.  Under the terms of the
settlement agreement,  the notes were cancelled and were replaced with new notes
containing the same terms and  conditions as the old notes,  except that the new
notes had a beginning  principal  balance of $345,806.  The Company did not make
any of the required  payments under the new notes. The  stockholders  filed suit
and commenced  litigation  in the State of Florida and on January 16, 2006,  the
Company and the  stockholders  reached an agreement which required the immediate
payment of $175,000 to the stockholders, and a subsequent payment of $125,000 on
February 15, 2006, subject to a personal  guarantee by David Levy,  President of
the  Company  and  Donna  Levy,  his  wife,  as a  complete  settlement  of  the
Distribution Agreement and dispute.


                                       49
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         During 2005,  the Company  received  loans in the  aggregate  amount of
approximately $1.5 million from, David Levy and DML Marketing, of which $679,025
were  repaid as of  December  31,  2005,  leaving  an amount  outstanding  as of
December 31, 2005 of $780,803. On April 3, 2006, the Company repaid a promissory
note dated  December 9, 2005 to DML  Marketing,  in the amount of $108,377.  The
loans, which are considered working capital advances,  generally pay interest at
10% and are due upon additional equity transactions.  In April 2006, the Company
repaid DML Marketing  $108,000  leaving an amount  outstanding of $672,803.  The
Company  has also issued  warrants  to  purchase up to 800,000  shares of common
stock to DML Marketing at $1.50 per share.  On April 3, 2006,  the warrants were
amended to change the exercise price per share to $2.00.

         The Company also received promissory notes from, Dr. Robert A. Kast and
his family  during  2005 in the  aggregate  amount of  $700,000,  including  the
extension of a $150,000 promissory note, which was originally issued in 2004. As
of  December  31,  2005,  $375,000  was  unpaid  and in  default.  The  $150,000
promissory note originally paid interest at 8% interest,  which was increased to
10% until its repayment in 2005. The $700,000  promissory  notes pay interest at
6% and were due at various dates in 2005. On April 12, 2006, the due date of the
remaining $375,000  promissory notes was extended until such time as the Company
raises an  additional  $2  million  of equity or equity  related  securities  in
addition to the $2.45  million  raised on April 21,  2006.  The Company has also
issued warrants to purchase up to 3,128,575 shares of common stock to Dr. Robert
A. Kast.

         Aggregate  maturities of the Company's promissory notes and convertible
notes payable as of December 31, 2005 are as follows:

                            Fiscal Year                            Amount
          ------------------------------------------------      -----------
            2006                                                $ 3,073,828
            2007                                                  1,445,000
                                                                -----------
                                                                $ 4,518,828
                                                                ===========

Also see Note 7, Legal Proceedings, for settlements of relating party notes.

5. CAPITAL LEASES

     The Company is obligated under various capital leases,  primarily  computer
equipment. For financial reporting purposes,  minimum lease payments relating to
the equipment have been capitalized.  Capital lease obligations totaling $21,183
require minimum monthly lease payments with interest rates ranging from 15.5% to
17.8%.

     Future capital lease obligations as of December 31, 2005 were as follows:


                                       50
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

                            Fiscal Year                           Amount
          ------------------------------------------------      ---------
          2006                                                  $  11,278
          2007                                                      1,636
                                                                ---------
          Principal                                                12,914
          Interest                                                     --
                                                                ---------
                                                                   12,914
          Current Portion                                          11,278
                                                                ---------
          Long-term Portion                                     $   1,636
                                                                =========

     Equipment  leased  under  capital  leases as of December 31, 2005 and 2004,
amounts to $10,408 and $30,268, respectively, net of accumulated depreciation of
$24,335 and $17,271, respectively.

6. INTANGIBLES

        Intangible assets at December 31, 2005 were as follows:

                                Value at       Accumulated        Balance at
                              acquisition      amortization    December 31, 2005
                              -----------      ------------    -----------------
Distribution agreements
(see Note 4)                   $  822,000      $ (251,200)        $  570,800
Other intangibles                 651,035      $ (144,674)           506,361
                               ----------      ----------         ----------
Total intangibles              $1,473,035      $ (395,874)        $1,077,161
                               ==========      ==========         ==========

        Intangible assets at December 31, 2004 are as follows:

                                Value at       Accumulated        Balance at
                              acquisition      amortization    December 31, 2004
                              -----------      ------------    -----------------
Distribution agreement
(see note 4)                   $  350,000      $  (87,300)        $  262,700
Other intangibles                 651,035              --            651,035
                               ----------      ----------         ----------
Total intangibles              $1,001,035      $  (87,300)        $  913,735
                               ==========      ==========         ==========

    The distribution  agreement with ARK21 is being amortized on a straight line
basis  over a period  of  three  years.  Distribution  agreements  also  include
$472,000 in connection with a distribution agreement to broadcast the Tube Music
Network on various  television  stations.  The  distribution  agreement is being
amortized  over a five year period,  which is the initial term of the agreement.
Other  intangibles  include $651,035 of costs to develop network logos,  graphic
templates and on-air  interstitials  for The Tube. Under the terms of an amended
agreement  with the  developer of these  assets,  the Company  agreed to pay the
developer  $200,000 in cash and 150,000  shares of common stock,  which is being
amortized on a straight  line basis over a period of three  years.  Amortization
expense  for 2004 and 2005 was  $87,300 and  $308,574,  respectively.  Aggregate
amortization expense over the next five years is expected to be as follows:


                                       51
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         For the year ending December 31:
         --------------------------------
         2006                                                 $ 428,212
         2007                                                 $ 340,612
         2008                                                 $ 166,737
         2009                                                 $  94,400
         2010                                                 $  47,200

7. COMMITMENTS AND CONTINGENCIES

Operating Leases

     The Company leases certain warehouse space under a non-cancelable operating
lease that expires on October 31, 2006.  Rent expense for this  operating  lease
was $16,614 for the year ended  December 31, 2005 and $16,918 for the year ended
December 31, 2004.  Future minimum annual rental  obligations as of December 31,
2005 are as follows:

                                                               Operating
                 Fiscal Year                                    Leases
         ----------------------------------------------------------------
           2006                                               $   14,190
                                                              ==========

         The  Company  also  leases   certain  office  and  studio  space  under
month-to-month  rental  agreements which are cancellable at any time with thirty
days notice.

Legal Proceedings

         On January 27,  2005,  the Company was served with a summons and notice
by  Jarred  Weisfeld  and  Cherry  Jones,  individually  and doing  business  as
JarredCherry  Productions LLC, which indicates that the Plaintiffs  commenced an
action against the Company. Although the Company expressly denies any allegation
of wrongdoing on its part a settlement  agreement was reached between parties on
December 12, 2005 in the amount of $73,809, which was paid in full.

         October 13,  2004,  The Tube  received  notification  from a television
channel  featuring  music related  programming  that the circle logo used by The
Tube is  "confusingly  similar"  to the  circle  logo  used  by that  television
channel,  supporting claims of trademark infringement and unfair competition. On
November 3, 2004,  the Company  responded to the October 13,  letter  stating it
does not  believe  the  logos  are  confusingly  similar  or that any  trademark
infringement  has  occurred.  The  Company  intends  to  vigorously  defend  any
challenge to its use of its logo.

         In an action initiated by Michael Jay Solomon  ("Solomon")  against the
Company for breach of contract,  Solomon  asserts that the Company failed to pay
him approximately  $100,000 in connection with his resignation from the Company,
$50,000  of which was  alleged  an agreed  upon sum plus  $50,000  for  asserted
reimbursements.  The Company is aggressively  defending this action. The parties
have  begun the  discovery  stage of the  action  wherein  each  party will seek
documents and other evidence from the other to support their positions.

         An action was initiated by Lalah Hathaway  against MB Recordings,  Inc.
d/b/a Mesa Blue Moon naming the Company as a defendant in the action as a result
of an alleged  agreement between MB Recordings and AGU Music, for which Hathaway
asserts AGU Music is liable for her damages caused by MB Recordings. This action
is still in the pleading stage and AGU Music has not yet been required to file a
response to the action.


                                       52
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         MB Recording,  Inc. has also filed a cross-claim  against AGU Music and
the Company in connection with an alleged  agreement  between the Company and MB
Recordings. AGU Music has not been served with the cross-complaint and AGU Music
has not been required to file a response to said cross-complaint.

         On May 5,  2005,  the  Company  entered  into a  settlement  and mutual
release  agreement,  effective  as of April 15,  2005 (the  "Initial  Settlement
Agreement"), with Ned Siegel, Neil Strum and Strum Brothers Investment, LLC (the
"Settlement  Parties").  The Company  guaranteed  the repayment of the notes AGU
Music  assumed on March 3, 2004 to repay  $350,000  to Ned Siegel and Neil Strum
(the "Notes") in connection  with the  assumption of a  distribution  agreement.
Pursuant to the  Initial  Settlement  Agreement,  the Notes were  cancelled  and
replaced  with new notes having a principal  beginning  balance of $345,806 (the
"New Notes").  The Company did not make any of the required  payments  under the
New Notes and/or Initial Settlement Agreement.

         On February 1, 2006,  the Company  entered into a settlement and mutual
release   agreement,   effective   January  16,  2006  (the  "Final   Settlement
Agreement"),  with the  Settlement  Parties.  Pursuant to the terms of the Final
Settlement Agreement, the Company (i) was required to pay the Settlement Parties
the sum of $175,000  upon the  execution of the Final  Settlement  Agreement and
(ii) was required to pay the Settlement Parties the sum of $125,000 on a date no
later than February 15, 2006. As of February 22, 2006,  the Company had made all
of the required  payments under the Final  Settlement  Agreement.  In connection
with the Final Settlement  Agreement,  the Settlement Parties agreed to dismiss,
with  prejudice,  the litigation  they filed against the Company on September 1,
2005 in the  Superior  Court of the State of  California  for the  County of Los
Angeles  in  connection  with (i) the  Company's  failure  to make the  required
payments due under the New Notes and (ii) other disputes between the Company and
Neil Strum. In addition,  the Settlement  Parties and the Company  released each
other from all past claims the parties  have or may have  against  each other in
connection  such  litigation.  Simultaneously  with the  execution  of the Final
Settlement  Agreement,  David Levy, Chief Executive Officer of the Company,  and
Donna Levy, his wife,  executed  personal  guaranty  agreements in the amount of
$125,000 in favor of the Settlement Parties.

         The  Company is subject to claims and legal  actions  that arise in the
ordinary  course  of its  business.  The  Company  believes  that  the  ultimate
liability, if any, with respect to these claims and legal actions, will not have
a material  effect on the  financial  position or results of  operations  of the
Company.

Other

         During  2004 and 2005,  the  Company  did not remit its  payroll  taxes
timely due to liquidity  issues.  The Company has  recorded a liability  for the
2004 unpaid payroll taxes in the amount of $45,147 and the expected interest and
penalties  for 2004 in the amount of $26,920.  In 2005 all of the payroll  taxes
have been paid with the  exception  of $157,936.  The Company has recorded  this
amount as a liability  in 2005,  and an estimate of the  expected  interest  and
penalties in respect of the late taxes for 2005, in the amount of $123,469.  The
Company believes the amounts reserved are adequate in all material respects.

8. STOCKHOLDERS' EQUITY

         During  2005,  the Company  issued an  aggregate  of 300,475  shares of
common stock to third parties in exchange for services performed. These services
were valued at $719,146 for fiscal year ended  December  31,  2005.  The Company
issued  646,106  shares of common stock to employees and directors in 2005,  and
recorded  compensation expense of $1,519,123.  The Company issued 200,000 shares
of  common  stock  pursuant  to a charter  affiliation  agreement.  The  charter
affiliation  agreement provides  distribution services for five years which were
valued at $472,000 for fiscal year ended  December 31, 2005.  The Company issued
135,083  shares of common stock to settle certain  liabilities of $370,713.  The
Company issued  500,000 shares of common stock to two  co-founders in settlement
of a dispute and recorded  settlement  expenses of $1,180,000.  The Company also
issued  97,800  shares of common  stock in  connection  with  certain  equipment
purchases.  These  purchases  were  valued at  $244,500  for  fiscal  year ended
December 31, 2005. In November 2005, the Company issued 300,000 shares of common
stock in connection  with the extension of the Buntrock Note's Maturity prior to
the sale of the Lauderdale Property valued at $405,000. Also, the Company issued
60,000 shares in connection with amending the terms of certain notes payable and
recorded  $138,006 in  interest  expense  and 4,671  shares of common  stock for
payment of  interest  expense in lieu of cash and  recorded  $9,178 in  interest
expense.


                                       53
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         During 2005 and 2004 the Company  issued  warrants to purchase  670,000
and 2,682,336  shares of common  stock,  respectively,  in  connection  with the
issuance  of  convertible  promissory  notes  (see Note 4).  The  warrants  have
exercise  prices  ranging from $1.00 to $3.00 per share and generally  expire on
the maturity dates of the  respective  convertible  promissory  notes with which
they were issued. In addition, the Company issued warrants to purchase 2,553,575
shares of common  stock at an  exercise  price of $3.00 per share,  warrants  to
purchase  25,000 shares of common stock at an exercise  price of $2.00 per share
and warrants to purchase 550,000 shares of common stock at exercise prices of $2
per share to $5 per share to a significant  stockholder in consideration for his
converting a substantial  portion of his holdings of Company promissory notes to
common  stock,  for his  extending  the  maturity  dates  of  some of the  other
promissory  notes of the Company and for his extension of additional  debt.  The
Company also issued  warrants to purchase  300,000  shares of common stock at an
exercise  price of  $1.50  per  share  to the  holder  of the  Mitchell  Note in
connection  with  advances  made to the Company  during  2005.  The Company also
issued  warrants to purchase  50,000 shares of common stock at an exercise price
of $3 per share to two  investors  in  consideration  for a $150,000  promissory
note.  The Company  also issued  warrants to purchase  200,000  shares of common
stock at an exercise price of $2 per share to an investor in consideration for a
$200,000  promissory  note. The Company also issued  warrants to purchase 30,000
shares  of common  stock at an  exercise  price of $2 per  share to an  existing
investor.  The Company  also issued  warrants  to purchase  1,300,000  shares of
common  stock at an  exercise  price of $2 per  share to  certain  investors  in
consideration  for interim advances of working capital.  The Company also issued
warrants to purchase  10,000  shares of common stock at an exercise  price of $3
per  share to an  investor  in  consideration  for  services  performed  for the
Company.  The Company estimates the fair value of each stock option at the grant
date by using  the  Black-Scholes  pricing  model  with the  following  weighted
average  assumptions:  no dividend yield for all years;  expected  volatility of
50%; risk free  interest rate of 3.5%;  and expected life from one to ten years.
The aggregate value of the warrants issued during 2005 was $4,987,507,  and this
amount was  recorded at a discount  on the  Company's  convertible  debt with an
offset to  paid-in-capital.  The discount is being amortized on a pro rata basis
over the life of the respective  convertible debt  instruments.  The unamortized
balance of the discount for all notes as of December 31, 2005 was $1,069,592. No
warrants were exercised  during 2005 and 8,370,911  warrants were outstanding at
December 31, 2005.

     During 2004,  the Company  issued  195,958  shares of common stock to third
parties in  exchange  for  services  performed.  These  services  were valued at
$329,866  and this amount was charged to earnings  during the year.  The Company
also issued  2,311,640  shares of common stock to employees in 2004 and recorded
compensation expense of $55,488. Also in 2004, the Company issued 337,500 shares
of common stock in connection  with the  acquisition of the Lauderdale  Property
(see note 3), 500,000 shares of common stock in connection  with the issuance of
a convertible  note,  1,173,540  shares of common stock in  connection  with the
conversion of debt and accrued  interest (see note 5),  337,500 shares of common
stock in connection  with the  acquisition of real property and 15,000 shares of
common stock in exchange for $60,000 in cash. In addition,  the recapitalization
resulting from the Share Exchange Agreement (see note 2) resulted in an increase
to the number of shares outstanding by 4,230,614.


                                       54
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     On October 20, 2004,  the  Company's  shareholders  approved The 2004 Stock
Option and Stock  Incentive  Plan ("the  Plan").  The  purpose of the Plan is to
promote the long-term interests of the Company and its shareholders by providing
a means for attracting and retaining officers, directors and other key employees
of and  consultants to the Company and its affiliates by providing for awards in
the form of options to purchase the  Company's  common stock or grants of shares
of restricted  stock. No awards were granted under the Plan during 2005 and 2004
and there were no stock  options  outstanding  under the Plan as of December 31,
2004.

     During 2004 the Company issued warrants to purchase 2,682,336 shares of the
Company's common stock in connection with the issuance of convertible promissory
notes (see note 4). The  warrants  have  exercise  prices  ranging from $1.00 to
$3.00 per share and  generally  expire on the maturity  dates of the  respective
convertible  promissory  notes with which they were  issued.  No  warrants  were
exercised during 2004 and warrants to purchase 2,682,336 shares of the Company's
common stock were outstanding at December 31, 2004.

     There were 26,046,711 and 23,392,576  shares of common stock outstanding at
December 31, 2005 and 2004, respectively.

9. INCOME TAXES

     The components of the provision (benefit) for income taxes consisted of the
following:

                                                           2005          2004
                                                        ----------    ----------
Current provision (benefit):
          Federal                                       $       --    $       --
          State                                                 --            --
                                                        ----------    ----------
Total current                                                   --            --
Deferred provision (benefit):
          Federal                                               --            --
          State                                                 --            --
                                                        ----------    ----------
Total deferred                                                  --            --
                                                        ----------    ----------
Total provision (benefit) for income taxes              $       --    $       --
                                                        ==========    ==========

    The  reconciliation  of the Company's tax benefit based on the U.S.  federal
statutory income tax rate to the Company's effective tax rate was as follows:

<TABLE>
<CAPTION>
                                                             Continuing     Discontinued
                                            Consolidated     Operations      Operations
                                            -------------------------------------------
<S>                                         <C>             <C>             <C>
Tax at U.S. federal statutory tax of 34%    $(4,834,892)    $(5,433,810)    $   598,918
Increase in federal valuation reserves        3,303,638       3,902,556        (598,918)
Permanent items                               1,483,994       1,483,994              --
Other provision/return                           47,260          47,260              --
                                            -------------------------------------------
Total income tax benefit                    $        --     $        --     $        --
                                            -------------------------------------------
</TABLE>


                                       55
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

    Deferred  income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's  deferred tax assets and deferred tax  liabilities  as of December
31, 2005 and December 31, 2004 were as follows:

                                                      2005             2004
Deferred Tax Assets (Liabilities)
          Net operating loss carry forwards       $  5,676,526     $  2,251,379
          Start-up expenses                             89,121          127,316
          Organizational expenditures                   66,920           95,599
          Allowance for doubtful accounts               74,367               --
          Accrued expenses                             210,824               --
          Property, Plant, Equipment & other                --          (11,263)
          Other                                         72,202           35,033
                                                  ------------     ------------

              Total deferred tax assets              6,189,960       24,498,064
          Less: Valuation allowance                 (6,189,960)     (24,498,064)
                                                  ------------     ------------
Net Deferred Tax Asset (Liability)                $         --     $         --
                                                  ------------     ------------

The  valuation  allowances  as of December 31, 2005,  and December 31, 2004 were
established due to the Company's  determination  that it is more likely than not
that the Company will not generate  sufficient  future taxable income to utilize
its deferred tax assets.  The valuation  allowance  increased by $3,691,896 from
2004 to 2005. The Company has approximately  $15.0 million of net operating loss
carry  forwards  which  begin to expire in 2023.  A portion  of these  losses is
subject to  limitations  regarding  the offset of the Company's  future  taxable
income,  including  limitations  resulting  from changes in ownership of greater
than  50% of the  Company's  common  stock as a result  of the  issuance  by the
Company of additional common stock.

10. SEGMENT REPORTING

     The Company has two reportable  operating segments:  The Tube Music Network
("The  Tube") and AGU Music.  The Tube airs  traditional  music  videos and live
concerts of contemporary  music material that is derived from archived video and
music collection libraries. When fully operational, the Company expects that The
Tube,  which has not  generated  revenues  to date,  will  generate  revenues by
selling  advertising  time and  through  direct  sales of music  related  to the
content broadcasted on the network. AGU Music is a record company engaged in the
release of  recorded  music  materials  acquired  through  artist  signings  and
acquisitions.  The  accounting  policies  of each  segment are the same as those
described in the summary of significant  accounting  policies (see Note 1). Each
segment is separately  managed and is evaluated by the Company's  management for
the purpose of  allocating  the  Company's  resources.  The  Company  also has a
corporate  headquarters  function,  which  does  not  meet  the  criteria  of  a
reportable  operating  segment.  Interest expense and corporate expenses are not
allocated to the operating segments.

    The table below presents information about reportable segments for the years
ended December 31, 2005 and December 31, 2004.


                                       56
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                      2005            2004
                                                                   -----------     -----------
<S>                                                                <C>             <C>
Revenues
   AGU Music                                                       $   360,503     $   906,605
   The Tube                                                                 --              --
                                                                   -----------     -----------
      Consolidated revenues before discontinued operations             360,503         906,605
   Discontinued Operations                                             146,463          50,325
                                                                   -----------     -----------
      Consolidated revenues                                        $   506,966     $   956,930
                                                                   ===========     ===========

Operating income (loss)
   AGU Music                                                       $  (854,441)    $(1,344,827)
   The Tube                                                         (3,593,907)     (2,554,618)
                                                                   -----------     -----------
      Segment loss before corporate and discontinued operations     (4,448,348)     (3,899,445)
   Corporate                                                        (3,702,518)     (1,583,911)
   Discontinued operations                                          (1,309,274)       (103,281)
                                                                   -----------     -----------
      Consolidated operating loss                                  $(9,460,140)    $(5,586,637)
                                                                   ===========     ===========

Depreciation and amortization
   AGU Music                                                       $   130,356     $   100,699
   The Tube                                                            331,764          44,456
                                                                   -----------     -----------
      Segment total before discontinued operations                     462,120         145,155
   Corporate                                                            47,789          45,760
   Discontinued operations                                              77,166           3,148
                                                                   -----------     -----------
           Consolidated depreciation and amortization              $   587,075     $   194,063
                                                                   ===========     ===========

Expenditures for long-lived assets
   AGU Music                                                       $        --     $    13,566
   The Tube                                                            368,747         326,710
                                                                   -----------     -----------
      Segment total before discontinued operations                     368,747         340,276
   Corporate                                                                --         181,686
   Discontinued operations                                              87,500         955,531
                                                                   -----------     -----------
      Consolidated expenditures for long lived assets              $   456,247     $ 1,477,493
                                                                   ===========     ===========
</TABLE>

     The table below  reconciles the  measurement of segment profit (loss) shown
in the previous table to the Company's consolidated income (loss) before taxes:

                                                        2005           2004
                                                    ------------   ------------
Total segment loss                                  $ (4,448,348)  $ (3,784,018)
Operating loss - corporate                            (3,702,518)    (1,583,911)
Interest expense                                      (6,560,928)      (303,753)
Settlement expense                                    (1,270,000)            --
                                                    ------------   ------------
Loss before income tax and discontinued operations  $(15,981,794)  $ (5,669,678)
                                                    ============   ============

The table below shows information regarding segment assets:


                                       57
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

                                                          2005          2004
                                                       -----------   -----------
Segment assets
   AGU Music                                           $   580,887   $   845,722
   The Tube                                              1,302,182       800,506
                                                       -----------   -----------
       Segment total before discontinued operations      1,883,069     1,646,228
   Corporate                                               454,281     1,317,227
   Discontinued Operations                                 379,328     8,729,442
                                                       -----------   -----------
       Consolidated total assets                       $ 2,716,678   $11,692,897
                                                       ===========   ===========

    With the exception of de minimis sales generated in Canada by AGU Music, the
Company did not generate any revenues  outside the United  States of America for
the years ending  December  31, 2005 and 2004,  and the Company did not have any
assets  located  outside  the United  States of  America.  During the year ended
December 31, 2005,  approximately  40% of the Company's  revenues were generated
through sales of the Lalah Hathaway album.

11. RELATED PARTY TRANSACTIONS

         The Company,  initially known as Lexington Barron  Technologies,  Inc.,
was incorporated in the State of Colorado on August 23, 2000. From its inception
through  April  1,  2004,  Lexington  Barron  Technologies,  Inc.  conducted  no
significant operations or other activities.  On March 15, 2004, Lexington Barron
Technologies,  Inc.  entered into a stock exchange  agreement with Pyramid Music
Corp., a Florida  corporation.  Under the terms of the stock exchange agreement,
Lexington  Barron  Technologies,  Inc.  acquired 100% of the outstanding  common
stock of Pyramid Music Corp. in exchange for  16,922,464  shares of common stock
of Lexington Barron Technologies,  Inc. As a result of the share exchange, which
was consummated on April 1, 2004, the former shareholders of Pyramid Music Corp.
owned,  on a fully  diluted  basis,  approximately  80% of the  then-issued  and
outstanding  shares of common stock of Lexington Barron  Technologies,  Inc. and
the former  principal  owners of Lexington  Barron  Technologies,  Inc.'s common
stock (who are former directors of the company) owned, on a fully diluted basis,
approximately 20% of the then-issued and outstanding  shares of Lexington Barron
Technologies,  Inc.  On March 26,  2004,  Lexington  Barron  Technologies,  Inc.
amended its articles of  incorporation  to change its name to AGU  Entertainment
Corp.,  and  on  February  25,  2006,  the  Company  amended  and  restated  its
certificate  of  incorporation  to change  its name to The Tube Media  Corp.  In
connection with the share  exchange,  the then board of directors of the Company
appointed nominees selected by the former shareholders of Pyramid Music Corp. to
fill the existing  vacancies on the  Company's  board of  directors.  The former
directors resigned as members of our board of directors.

         Effective  December 8, 2004,  Allen Jacobi resigned as President of AGU
Music, Inc., one of our subsidiaries.  The Company was not obligated to make any
payments  to him under  the  termination  provisions  of his  former  employment
agreement.  On  December  8,  2004,  as  part  of his  resignation,  we and  our
subsidiaries  entered into a mutual release and settlement  agreement with Allen
Jacobi,  Josh Danoff,  Jeff Shane,  Delsy  Gutierrez,  each an employee of Allen
Jacobi,  Pyramid Records Corp., a Florida corporation,  and Pyramid Media Group,
Inc.,  referred to herein as the Pyramid Parties.  Under the terms of the mutual
release and settlement agreement,  the Pyramid Parties had to deliver all rights
to certain master recordings to the Company, pay all brokerage commissions under
the license agreement,  deliver all business files and computers to the Company,
forfeit  all  rights  to a  telephone  number  and  notify  parties  to  certain
agreements  that the  Pyramid  Parties  are no longer  authorized  to act on the
Company's  behalf.  The terms of the mutual  release  and  settlement  agreement
provided  for the Company to pay $11,000 for an  outstanding  legal bill owed by
Pyramid  Records Corp. to a third party,  permit Allen Jacobi to retain  $40,000
received under a license agreement,  transfer any rights to the existing Stephen
Stills  contract  to Allen  Jacobi,  subject  to  approval  by the  artist,  and
relinquish all rights to an internet  domain name. The Company was also entitled
to all future monies to be received under the license agreement.


                                       58
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         In June  2004,  the  Company  received  loans  from  and  executed  two
promissory  notes totaling  $235,000 in favor of DML Marketing  Corp., an entity
controlled by Donna M. Levy, the wife of David C. Levy, in the principal  amount
of $150,000, which matured on October 30, 2004, and John P. Grandinetti,  who at
the time was a significant  stockholder of the Company,  in the principal amount
of $85,000,  which matured on October 30, 2004. The notes accrued interest at an
annual rate of 5%. These notes were repaid in December 2004.

         In August 2004 and October 2004,  the Company  received  loans from and
executed  promissory  Notes in the  principal  amounts  of  $40,000  and  $1,000
respectively,  in favor of DML Marketing Corp. The notes accrued  interest at an
annual rate of 5% and  matured on  November 1, 2004.  These notes were repaid in
December 2004.

         Accounts  payable  to related  parties at  December  31,  2004  totaled
approximately  $120,000.  Included  in this  amount  was  $1,000  in  consulting
services and expenses provided by a director.

         In December 2004, the Company offset a note  receivable from David Levy
in the amount of $15,500 against deferred salary,  which had been deferred under
an employment agreement.

         For the period from May 20, 2003 (inception) through December 31, 2005,
the Company  received various  computer and internet  services  totaling $39,866
from Broad Vision Group, an entity owned by John P.  Grandinetti.  In June 2004,
$36,000 was converted into common stock of the Company.  At December 31, 2005 $0
was unpaid.

         For the period from May 20, 2003 (inception) through December 2005, the
Company received various consulting services totaling approximately $97,206 from
Dr. Robert A. Kast, a significant  stockholder  of the Company.  At December 31,
2005 approximately $97,206 was unpaid.

         Additionally, David Levy and John Poling, two executive officers of the
Company,  agreed  to defer a  portion  of their  salaries  payable  under  their
employment agreements until such time as adequate capital has been raised by the
Company.  Mr. Levy and Mr. Poling have both agreed to  discontinue  the deferral
and  waived  any  rights  to  the  deferred  amounts.   The  amount  waived  was
approximately  $213,000,  and was credited to compensation during the year ended
December 31, 2005.

         On March 3, 2004, in  connection  with the  Distribution  Agreement and
assignment  of  certain  assets of PMG (see Note 5),  the  Company  assumed  the
obligation to repay $350,000 of notes payable to Neil Strum and Ned Siegel,  two
significant  stockholders of the Company. The notes have an annual interest rate
of 8%. Payments  commenced in March of 2004, and the balance due as of September
30, 2004 was approximately  $331,000.  The terms of these notes required monthly
payments of  principal  and  interest.  The  Company  had not made the  required
monthly  principal and interest payments since June of 2004. On May 5, 2005, the
Company entered into a settlement agreement,  effective April 15, 2005, with the
holders of the notes.  Under the terms of the  settlement  agreement,  the notes
were  cancelled and were replaced with new notes  containing  the same terms and
conditions as the old notes, except that the new notes had a beginning principal
balance of $345,806. The Company did not make any of the required payments under
the new notes. The stockholders filed suit and commenced litigation in the State
of Florida and on January 16, 2006, the Company and the stockholders  reached an
agreement which required the immediate  payment of $175,000 to the stockholders,
and a subsequent payment of $125,000 on February 15, 2006, subject to a personal
guarantee by David Levy, President of the Company and Donna Levy, his wife, as a
complete settlement of the Distribution Agreement and dispute.


                                       59
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

         Prior to his  appointment  as a director  of the Company on November 1,
2004, Mr. Gelberg was paid approximately $8,800 in 2004 and $14,775 in 2005, for
consulting services provided to the Company.  Mr. Gelberg resigned as a director
of the Company on January 24, 2006. At December 31, 2005,  approximately  $2,500
of director fees was unpaid.

         During 2005,  the Company  received  loans in the  aggregate  amount of
approximately $1.5 million from, David Levy and DML Marketing, of which $679,025
were  repaid as of  December  31,  2005,  leaving  an amount  outstanding  as of
December 31, 2005 of $780,803. On April 3, 2006, the Company repaid a promissory
note dated  December 9, 2005 to DML  Marketing,  in the amount of $108,377.  The
loans, which are considered working capital advances,  generally pay interest at
10% and are due upon additional equity transactions.  In April 2006, the Company
repaid DML Marketing  $108,000  leaving an amount  outstanding of $672,803.  The
Company  has also issued  warrants  to  purchase up to 800,000  shares of common
stock to DML Marketing at $1.50 per share.  On April 3, 2006,  the warrants were
amended to change the exercise price per share to $2.00.

         The Company also received promissory notes from, Dr. Robert A. Kast and
his family  during  2005 in the  aggregate  amount of  $700,000,  including  the
extension of a $150,000 promissory note, which was originally issued in 2004. As
of December 31, 2005,  $375,000 was unpaid. The $150,000  promissory note, which
was  originally  at 8% interest,  currently  pays interest at 10% and was due in
March 2005.  The  $700,000  promissory  notes pay interest at 6% and were due at
various dates in 2005. On April 12, 2006, the due date of these promissory notes
was extended  until such time as the Company  raises an additional $2 million of
equity or equity  related  securities in addition to the $2.45 million raised on
April 21, 2006. The Company has also issued warrants to purchase up to 3,128,575
shares of common stock to Dr. Robert A. Kast.

         The Company has an employment  agreement  with David Levy,  dated as of
April 1,  2004.  Mr.  Levy  serves as the  Company's  President.  The  agreement
terminates on March 23, 2009 and may be extended for subsequent one-year periods
by both parties  signing an extension  prior to 30 days of the expiration  date.
Under the  agreement,  Mr.  Levy is  entitled  to  receive  an annual  salary of
$350,000 or such greater  amount as the board of directors may  determine.  This
annual  salary  increased 5% on March 23, 2005.  Under the  agreement,  Mr. Levy
deferred  any  salary in excess of $2,500 per week  until the  Company  raises a
minimum of $5,000,000 in equity or equity equivalents. If Mr. Levy is terminated
without  cause,  the  Company  must pay him any of his  annual  salary  that has
accrued,  and an amount equal to the lesser of his annual  salary for the number
of  months  remaining  in the  term  of the  agreement  or  his  monthly  salary
multiplied by 24.

         The Company has an employment  agreement  with Les Garland,  dated July
2003 and  amended as of March 1, 2006.  Mr.  Garland  serves as Chief  Executive
Officer of The Tube. Under the agreement,  Mr. Garland is entitled to receive an
annual salary of $350,000 of which amount was increased to $450,000 by the board
of directors of the Company  effective July 1, 2005.  Under the  agreement,  Mr.
Garland  is also  entitled  to a  $50,000  bonus in 2006,  bonuses  based on the
advertising revenue of the Tube and the Company and performance bonuses based on
the profits earned by The Tube.  Effective  January 1, 2007 and January 1, 2008,
Mr.  Garland is entitled to receive an annual  salary of $550,000 and  $650,000,
respectively.  If Mr.  Garland is  terminated  without cause or resigns for good
reasons,  the Company  must pay him monthly  installments  during the  severance
period in an amount  equal to  one-twelfth  of his base  salary.  If the Company
undergoes a change of control,  the Company must pay Mr.  Garland a fee equal to
3% of the aggregate market value of the business combination,  with a minimum of
$3  million  and a  maximum  of $10  million.  If  Mr.  Garland  introduces  the
transaction to the Company, there is no maximum.

         The  Company has an  employment  agreement  with John W.  Poling  dated
November 1, 2004 and amended on December  28,  2005.  Mr.  Poling  serves as the
Company's  Executive  Vice  President  and Chief  Financial  Officer.  Under the
agreement, Mr. Poling is entitled to receive an annual salary of $200,000. Under
the  amendment,  salary will no longer be deferred and the annual salary was set
at  $160,000.  Mr.  Poling  also agreed to waive his right to receive any of his
deferred salary. In the event Mr. Poling is terminated without cause, he will be
entitled  to  severance  equal to one year's  salary  and  payable in 12 monthly
payments.


                                       60
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

12. GOING CONCERN

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that the Company  will  continue  as a going  concern.  The  Company's
financial  condition  and  operating  results,  specifically  a working  capital
deficiency  of  approximately  $4.3  million and a  shareholders  deficiency  of
approximately  $3.2  million  at  December  31,  2005,  as well as a net loss of
approximately  $14.2 million and net cash used in  operations  of  approximately
$5.5  million for the year ended  December 31, 2005 and de minimis cash on hand,
raise  substantial  doubt about its ability to continue as a going concern.  The
Company's  existence is dependent on management's  ability to develop profitable
operations and resolve the Company's liquidity problems.  Management anticipates
that the Company will attain profitable status and improve its liquidity through
the continued development of the Company's television network and recorded music
business.

     These financial statements do not include any adjustments that might result
from  the  outcome  of this  uncertainty.  If the  Company  is  unsuccessful  in
obtaining the additional  capital  necessary to fund its  operations,  it may be
forced to downsize certain operations,  restructure its current debt obligations
on terms less  favorable to the Company than the  existing  obligations  or sell
some of its  assets.  It may also  need to seek  protection  under  the  federal
bankruptcy laws or be forced into  bankruptcy by its creditors.  There can be no
assurance  the Company  will be  successful  in its efforts to raise  additional
financing.

13. SUBSEQUENT EVENTS

     During  the  first  quarter  of 2006,  the  Company  received  loans in the
aggregate  amount of $326,816 from three  stockholders  of the Company,  who are
related  parties,  of which $76,000 was repaid as of March 31, 2006,  leaving an
amount  outstanding  as of March 31,  2006 of  $250,816.  The  loans,  which are
considered  working  capital  advances,  pay  interest  at 10% and are due  when
subsequent financing occurs.

     During the first  quarter of 2006,  the Company  issued  135,419  shares of
common  stock to third  parties for services  performed  to the  Company,  5,000
shares  of  common  stock to  directors  as  compensation  for  services  on the
Company's  Board of Directors and 5,711 shares of common stock to an investor as
interest payment on a note payable.

     During the first quarter of 2006, the Company issued convertible promissory
notes to various  accredited  investors  in the  aggregate  principal  amount of
$210,000.  These convertible promissory notes pay interest at 10% and are due on
the second anniversary of their issuance date and are convertible into shares of
the Company's common stock at the option of each holder at a conversion price of
$2.50 per share. In connection with the issuance of the convertible  notes,  the
Company  issued to the holders an aggregate  of 84,000  warrants to purchase the
Company's common stock.  The common stock purchase  warrants have two year terms
and the exercise price is $2.50 per share.


                                       61
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     The Company  also issued a  convertible  promissory  note of $300,000 to an
accredited  investor on March 21, 2006.  This  convertible  promissory note pays
interest at 10% and is due on the second anniversary of its issuance date and is
convertible  into  shares of the  Company's  common  stock at the  option of the
holder at a conversion price of $3.00 per share. In connection with the issuance
of the convertible  note, the Company issued to the holder a warrant to purchase
100,000 shares of the Company's  common stock. The common stock purchase warrant
has a two year term and the exercise price is $3.00 per share.

     On February 25, 2006, AGU Entertainment  Corp. changed its name to The Tube
Media Corp. The name change was effected  pursuant to Section 253 of the General
Corporation  Law of the  State  of  Delaware  by the  merger  of a  wholly-owned
subsidiary  of the Company  into the  Company.  The  Company  was the  surviving
corporation  and,  in  connection  with the  merger,  the  Company  amended  its
Certificate of  Incorporation  to change its name pursuant to the Certificate of
Ownership and Merger filed with the Secretary of State of the State of Delaware.
The Company  also amended its Bylaws to reflect the name change and restated its
Certificate of Incorporation.

     The Company has an employment  agreement with Les Garland,  dated July 2003
and amended as of March 1, 2006. Mr. Garland serves as Chief  Executive  Officer
of The Tube.  Under the agreement,  Mr. Garland is entitled to receive an annual
salary of $350,000  of which  amount was  increased  to $450,000 by the board of
directors  of the  Company  effective  July 1, 2005.  Under the  agreement,  Mr.
Garland  is also  entitled  to a  $50,000  bonus in 2006,  bonuses  based on the
advertising revenue of the Tube and the Company and performance bonuses based on
the profits earned by The Tube.  Effective  January 1, 2007 and January 1, 2008,
Mr.  Garland is entitled to receive an annual  salary of $550,000 and  $650,000,
respectively.  If Mr.  Garland is  terminated  without cause or resigns for good
reasons,  the Company  must pay him monthly  installments  during the  severance
period in an amount  equal to  one-twelfth  of his base  salary.  If the Company
undergoes a change of control,  the Company must pay Mr.  Garland a fee equal to
3% of the aggregate market value of the business combination,  with a minimum of
$3  million  and a  maximum  of $10  million.  If  Mr.  Garland  introduces  the
transaction to the Company, there is no maximum.

     On  March 3,  2004,  in  connection  with the  Distribution  Agreement  and
assignment  of  certain  assets of PMG (see note 5),  the  Company  assumed  the
obligation  to  repay  $350,000  of notes  payable  to two  shareholders  of the
Company.  The notes have an annual  interest rate of 8%.  Payments  commenced in
March of 2004,  and the balance due as of September  30, 2004 was  approximately
$331,000.  The terms of these notes  require  monthly  payments of principal and
interest.  The Company has not made the required monthly  principal and interest
payments  since  June  of  2004.  The  shareholders  filed  suit  and  commenced
litigation  in the State of Florida.  On January 16,  2006,  the Company and the
shareholders  reached an  agreement  which  required  the  immediate  payment of
$175,000 to the shareholders,  and a subsequent  payment of $125,000 on February
15,  2006,  subject to a personal  guarantee  by David  Levy,  President  of the
Company and Donna Levy,  his wife as a complete  settlement of the  Distribution
Agreement and dispute.

     On March 6, 2006, The Tube, entered into a charter  affiliation  agreement,
with the Tribune  Broadcasting  Company  ("Tribune").  The  charter  affiliation
agreement  provides that Tribune will have the exclusive right and obligation to
transmit  The Tube's  music  network via  broadcast  television  from  Tribune's
existing  and  acquired  stations in the  designated  markets  specified  in the
charter affiliation agreement.

     The charter  affiliation  agreement  provides the terms and  conditions  of
broadcasting, as well as the obligations of each of the parties. Pursuant to the
terms of the charter affiliation  agreement,  The Tube will pay a portion of its
advertising  revenue and a portion of the revenue that it receives from the sale
of products on The Tube's music  network to Tribune as  compensation,  and other
compensation as described in the Tribune Letter Agreement (as defined below).


                                       62
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     The charter affiliation agreement has an initial term that commences on the
effective  date of the charter  affiliation  agreement  and expires on March 31,
2011.  The initial term  automatically  renews for an  additional  four years if
Tribune  fails to  notify  The  Tube of its  desire  to  terminate  the  charter
affiliation  agreement  at least six months  prior to the  scheduled  expiration
date. Tribune may terminate the charter  affiliation  agreement upon at least 45
days  prior  written  notice to The Tube if The  Tube's  music  network is being
distributed  to less than a specified  percentage  of  television  households or
cable  households.  In connection with the charter  affiliation  agreement,  the
parties also entered into a letter agreement,  dated March 6, 2006 (the "Tribune
Letter Agreement"), pursuant to which the Company agreed to issue to Tribune (i)
within 10 days after the  execution  of the  charter  affiliation  agreement,  a
common stock purchase  warrant to purchase shares of the Company's common stock,
par value $0.0001 per share (the "common stock"),  at an exercise price of $2.25
per share, and shares of common stock;  (ii) upon Tribune's  transmission of The
Tube's music network to television stations in markets that represent 75% of all
television  households  in  the  markets  where  Tribune  owns  and/or  operates
broadcast  television  stations,  a common  stock  purchase  warrant to purchase
shares of common  stock at an  exercise  price of $2.50 per  share;  and (iii) a
specified  number  of shares of  common  stock  for each  11,000,000  television
households (or pro rata if less than  11,000,000)  that first receive The Tube's
music  network as a result of a launch of The Tube's music  network on a Tribune
television station;  provided,  however, that television households that receive
The Tube's music network in markets with less than 100,000 television households
will not be included in the  calculation of television  households.  The Company
granted "piggyback" registration rights with respect to all of the securities to
be issued under the Tribune Letter Agreement. Each common stock purchase warrant
entitles  its holder to purchase  one share of common  stock for either $2.25 or
$2.50 per share,  subject to  adjustments  for stock splits,  reverse splits and
stock  dividends.  In addition,  if the Company issues or sells shares of common
stock in certain  subsequent  issuances  for a price per share that is less than
the applicable exercise price of the common stock purchase warrant, the exercise
price will be reduced.  The exercise price of the common stock purchase warrants
will also be adjusted if the Company issues,  sells or grants options,  warrants
or other securities or rights to subscribe to or exercisable for common stock in
an issuance not  specifically  exempt by the terms of the common stock  purchase
warrants.  The common stock purchase warrants may be exercised at any time prior
to the earlier of the tenth  anniversary  of the  issuance  of the common  stock
purchase  warrant or the  termination  or expiration of the charter  affiliation
agreement.

     Pursuant to the terms of the Tribune Letter Agreement, The Tube agreed that
if, in relation to any third  party that owns or operates  broadcast  television
stations  and  distributes  The Tube's  music  network,  The Tube or the Company
provide to such third party (i) a greater percentage of the advertising  revenue
or revenue  that it  receives  from the sale of  products  on The  Tube's  music
network than that provided to Tribune or (ii) equity  securities at a ratio more
favorable  than  that  provided  to  Tribune  for  each  11,000,000   television
households,  The Tube will offer such greater percentage or more favorable ratio
to Tribune.  If the granting of such greater  percentage or more favorable ratio
requires such third party to perform any material obligation not being performed
by Tribune,  then  Tribune must perform  such  material  obligation  in order to
receive the greater percentage or more favorable ratio.

     The  Tribune  Letter  Agreement  grants  Tribune  the right to  attend  all
meetings of the board of directors  and  committees of the board of directors of
the Company and The Tube, and to receive any information given to the members of
the board of directors of the Company and The Tube.  The Company also agreed not
to issue any equity in The Tube (or securities  convertible into or exchangeable
for equity in the Tube) during the term of the charter affiliation agreement.


                                       63
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     On March  22,  2006,  The Tube  also  entered  into a  charter  affiliation
agreement  with  Sinclair  television  Group,  Inc.  ("Sinclair").  The  charter
affiliation  agreement  provides that Sinclair will have the exclusive right and
obligation  to transmit The Tube's music  network from  Sinclair's  existing and
acquired  stations  in the  designated  markets  specified  in  the  affiliation
agreement.

     The   affiliation   agreement   provides  the  terms  and   conditions   of
broadcasting, as well as the obligations of each of the parties.

     Pursuant  to the terms of the  affiliation  agreement,  The Tube will pay a
portion of its advertising revenue and a portion of the revenue that it receives
from  the  sale  of  products  on  The  Tube's  music  network  to  Sinclair  as
compensation,  and  other  compensation  as  described  in the  Sinclair  Letter
Agreement (as defined below).  The affiliation  agreement has an initial term of
five years  that  commences  on the  earlier of (i) the date on which The Tube's
music network is initially  transmitted  by Sinclair's  first  station;  or (ii)
March 31, 2006. Sinclair may renew the affiliation  agreement for two successive
terms of five years each upon written  notice to The Tube no later than 120 days
prior to the  expiration  of the  initial  term or the first  renewal  term,  as
applicable.  Sinclair may  terminate the  affiliation  agreement as of March 31,
2007 with no liability  upon written  notice to The Tube no later than  December
31, 2006. If at least 60 days prior to the end of the fourth year of the initial
term, The Tube notifies Sinclair that it does not intend to pay the compensation
specified in the Sinclair  Letter  Agreement  (as defined  below),  Sinclair may
terminate the  affiliation  agreement upon at least 45 days prior written notice
to The Tube.

     In connection with the affiliation agreement, the parties also entered into
a letter  agreement,  dated March 22, 2006 (the  "Sinclair  Letter  Agreement"),
pursuant  to which the Company  agreed to issue to  Sinclair  (i) within 20 days
after the  execution  of the  affiliation  agreement,  a common  stock  purchase
warrant to purchase  shares of the common stock,  at an exercise  price of $2.25
per share, and shares of common stock; (ii) upon Sinclair's  transmission of The
Tube's music network to television stations in markets that represent 50% of the
designated  markets where  Sinclair owns and/or  operates  broadcast  television
stations,  shares of common stock;  and (iii) on or after April 1, 2007 and upon
Sinclair's  transmission  of The Tube's music network to television  stations in
markets that represent 75% of the designated  markets where Sinclair owns and/or
operates  broadcast  television  stations,  a common stock  purchase  warrant to
purchase  shares of  common  stock at an  exercise  price of $2.50 per share and
shares of common stock.

     Each common  stock  purchase  warrant  entitles  its holder to purchase one
share of  Common  stock  for  either  $2.25  or  $2.50  per  share,  subject  to
adjustments for stock splits, reverse splits, stock dividends,  reorganizations,
consolidations and mergers.  The common stock purchase warrants may be exercised
at any time prior to the earlier of the tenth anniversary of the issuance of the
common stock purchase warrant.

     Pursuant to the terms of the  Sinclair  Letter  Agreement,  The Tube agreed
that the Company may issue  shares of common  stock (i) as payment for  services
when the aggregate amount of all such issuances does not exceed 10% of the total
number of shares of common stock outstanding as of the date of such issuance and
so long as each share is issued at fair market value; (ii) to other distributors
of The Tube's music network when the aggregate amount of all such issuances does
not  exceed a  specified  number of shares of  common  stock;  (iii) to  satisfy
existing  obligations  of the Company to issue  equity,  which  obligations  are
specified in the Sinclair Letter Agreement;  (iv) pursuant to the Company's 2004
Stock  Option  and Stock  Incentive  Plan or any  other  equity  incentive  plan
approved by the Company's  stockholders;  provided,  that the maximum  number of
shares  issuable  under such  plans  does not exceed 10% of the total  number of
shares of common stock  outstanding  as of the date such plan is approved by the
Company's  stockholders;  and  (v) in  connection  with a  purchase,  merger  or
consolidation  where the Company is the surviving  corporation or an acquisition
of the assets of a third party by the Company.


                                       64
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     The Sinclair Letter Agreement provides Sinclair with a seat on the board of
directors of The Tube, which shall be composed of no less than three and no more
than ten members.

     On March 31, 2006, the Company entered into agreements with two individuals
("the Lenders") pursuant to which the Lenders agreed to loan an aggregate amount
of $800,000 (the "Bridge  Loan") to the Company.  In connection  with the Bridge
Loan,  the Company  issued two  promissory  notes (the "Bridge  Notes"),  in the
aggregate  principal  amount  of  $800,000,  to the  Lenders,  both of whom  are
accredited investors. Pursuant to the terms of the Bridge Notes, the Bridge Loan
will accrue interest at the rate of four percent per year, and the principal and
interest on the Bridge  Notes will be due on March 31,  2007.  The  payments due
under the Bridge  Notes will be  accelerated  as  follows:  (i) in the event the
Company  closes a round of  financing of not less than $2.0 million and not more
than $2.49 million prior to March 31, 2007,  the Company will pay each Lender an
amount  equal to $320,000;  and (ii) in the event the Company  closes a round of
financing  equal to or greater  than $2.5 million  prior to March 31, 2007,  the
Company will pay each Lender the total  amount due under each Bridge Note.  Upon
the  occurrence of an event of default  under the Bridge  Notes,  (i) the entire
unpaid  balance of the  principal and any interest on the Bridge Notes will bear
interest at the rate of 12% per year;  and (ii) the holders of the Bridge  Notes
may,  without notice and at their option,  accelerate the maturity of the Bridge
Notes and cause the entire  unpaid  balance and any interest on the Bridge Notes
to be  immediately  due and payable.  An event of default under the Notes occurs
upon (i) the  Company's  failure  to timely  pay any amount due under the Bridge
Notes;  (ii) the  institution  of any  bankruptcy,  reorganization,  insolvency,
liquidation  or other  proceeding  for relief by or against the Company,  and if
instituted  against the Company,  the Company consents to any such proceeding or
such  proceeding is not dismissed  within 90 calendar days; and (iii) any breach
by the Company of the terms of the Bridge  Notes that  remains  uncured for more
than five days after receipt of written notice of such breach.

     On April 6, 2006,  the  Company  amended  warrants  that were issued to DML
Marketing and a stockholder in 2005 to purchase an aggregate 1,300,000 shares of
common  stock  originally  issued at $1.50 per share to $2.00 per  share.  These
warrants were issued in 2005 in connection with the issuance of promissory notes
and interim advances for working capital.

     On April 21, 2006, the Company  completed a private placement (the "Private
Placement")  of  $2.45  million  of  securities  to  accredited  investors  (the
"Investors").  In  connection  with the Private  Placement,  the Company and the
Investors  entered into a purchase  agreement (the "Purchase  Agreement")  and a
registration  rights agreement (the "Registration  Rights  Agreement"),  each of
which is dated as of April  21,  2006.  Pursuant  to the  terms of the  Purchase
Agreement,  the  Company  sold 7%  secured  convertible  notes in the  aggregate
principal  amount of $2.45  million  (the "7%  Notes") and issued  common  stock
purchase  warrants to purchase an aggregate  of  1,088,889  shares of the common
stock at an exercise price of $2.25 per share (the "Warrants") to the Investors.

     Pursuant  to the terms of the 7% Notes,  the  Company is  required  to make
equal monthly  principal  payments of $136,111,  commencing on November 21, 2006
and  continuing,  on the first  business day of each month,  until the aggregate
principal  amount  has been  paid in  full.  Interest  on the 7%  Notes  accrues
quarterly and is payable on the last day of March, June,  September and December
of each year, commencing on September 30, 2006. At the option of the Company and
subject to certain conditions,  principal and interest payments due under the 7%
Notes may be paid in cash or shares of common stock.

     The 7% Notes are  convertible  in shares  of common  stock at a  conversion
price of $2.25  per  share,  subject  to  adjustments  for stock  splits,  stock
dividends,  mergers and reorganizations.  In addition,  if the Company issues or
sells any  shares of  common  stock for a price per share  that is less than the
applicable  conversion  price of the 7% Notes,  the  conversion  price of the 7%
Notes  will be  reduced.  The  conversion  price  of the 7% Notes  will  also be
adjusted if the Company  issues,  sells or grants any stock or other  securities
convertible  into or  exchangeable  for common stock in an issuance  that is not
specifically  exempt by the terms of the 7% Notes. The number of shares that may
be acquired by any holder of the 7% Notes upon any conversion of the 7% Notes or
issuance of shares of common stock as principal  or interest  payments  shall be
limited to the extent to insure that the total  number of shares of common stock
beneficially  owned by any holder does not exceed  4.99% of the total  number of
issued and outstanding shares of common stock.


                                       65
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     Upon the occurrence of an event of default, the 7% Notes will bear interest
at the rate of 12% per annum and all unpaid principal and interest accrued under
the 7% Notes shall become (1)  immediately  due and payable upon the election of
the  holder,  with  respect to the events in (i) through  (iv) and (vi)  through
(vii) below; and (2) automatically due and payable, with respect to the event in
(v) below.  An event of default under the 7% Notes occurs upon (i) the Company's
failure  to timely  pay  principal  due under the 7% Notes;  (ii) the  Company's
failure to timely pay interest due under the 7% Notes and such failure continues
for more than five days; (iii) the Company and its subsidiaries  failure to make
a required  payment or payments of indebtedness of $500,000 or more in aggregate
principal  amount  and such  failure  continues  for more than 20 days;  (iv) an
acceleration of the stated  maturity date of any  indebtedness of the Company or
its  subsidiaries  of  $500,000 or more in  aggregate  principal  amount,  which
acceleration in not rescinded  within 20 days; (v) the Company's  assignment for
the benefit of creditors  or  admission  in writing of its  inability to pay its
debts  generally as they become due, or the voluntary or involuntary  bankruptcy
of the Company;  (vi) the rendering of a final judgment that exceeds $500,000 in
the aggregate against the Company or its  subsidiaries,  which is not discharged
within 60 days; (vii) proof that any representation of material fact made in any
of the transaction documents or furnished to the holder by the Company was false
in any material respect;  and (viii) the Company's failure to observe or perform
in any material respect certain covenants in the transaction documents.

     The 7% Notes are secured by shares of common  stock  pledged by David Levy,
President of the Company, pursuant to the terms of a stock pledge agreement.

     The Warrants may be exercised for common stock on or before April 21, 2011.
The Warrants are  exercisable for shares of common stock at an exercise price of
$2.25 per share,  subject to  adjustments  for stock  splits,  stock  dividends,
mergers  and  reorganizations,   or  through  a  "cashless  exercise"  provision
contained  in the  Warrants.  In  addition,  if the Company  issues or sells any
shares of common  stock for a price per share  that is less than the  applicable
exercise  price of the  Warrants,  the exercise  price of the  Warrants  will be
reduced. The exercise price of the Warrants will also be adjusted if the Company
issues,  sells or  grants  any  stock or other  securities  convertible  into or
exchangeable for common stock in an issuance that is not specifically  exempt by
the terms of the Warrants.

     Under the Registration  Rights Agreement,  on or prior to the 60th calendar
day after the closing of the Private Placement, the Company is obligated to file
with the Securities and Exchange Commission (the "SEC") a registration statement
covering the resale of the  registrable  securities,  which includes (i) 150% of
the shares of common stock  issuable upon the  conversion of the 7% Notes;  (ii)
150% of the shares of common  stock  issuable  as payment of  interest on the 7%
Notes;  (iii) 150% of the shares of common stock  issuable  upon the exercise of
the Warrants.  The Company will use reasonable efforts to cause the registration
statement  to be declared  effective by the SEC the earlier of (i) the 120th day
following  the closing of the Private  Placement  and (ii) the fifth trading day
following  the  date on  which  the  Company  is  notified  by the SEC  that the
registration  statement  will not be reviewed or is no longer subject to further
review. The Company is also obligated to use commercially  reasonable efforts to
keep such registration  statement  continuously  effective until all registrable
securities covered by such registration  statement have been sold or may be sold
pursuant to Rule 144(k) under the Securities Act of 1933, as amended. If (i) the
registration  statement  is not  filed by the  required  filing  date;  (ii) the
registration  statement  is not  declared  effective  by the SEC by the required
effectiveness  date;  or  (iii)  after  its  effective  date,  the  registration
statement  ceases for any reason to be  effective or available to holders of all
registrable securities for more than 20 consecutive trading days or an aggregate
of 50 trading days (each, an "Event"),  then (i) on the date of such Event,  the
Company  shall pay each holder an amount in cash equal to 1.0% of the  aggregate
subscription  amount paid by such holder in the Private  Placement;  and (ii) on
each monthly anniversary of such an Event, until the Event is cured, the Company
shall  pay  each  holder  an  amount  in cash  equal  to  1.0% of the  aggregate
subscription amount paid by such holder in the Private Placement. If the Company
fails to pay any damages  pursuant to an Event in full within ten days after its
due date,  the Company will pay  interest  thereon  equal to 10% per annum.  The
maximum  amount  payable  to any holder  shall not  exceed 12% of the  aggregate
subscription amount paid by such holder in the Private Placement.


                                       66
<PAGE>

             THE TUBE MEDIA CORP. (Formerly AGU Entertainment Corp.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

     The Company has used a portion of the proceeds  from the Private  Placement
to repay the Bridge Loan obtained by the Company on March 31, 2006.

         On April 3, 2006, the Company  repaid a promissory  note dated December
9, 2005 to DML Marketing, in the amount of $108,377.

     On April 27, 2006, the Company repaid $182,818 of promissory  notes payable
to a  stockholder,  plus  $56,752 of interest  due,  which  included  $37,534 of
interest payable on the Galt Note.


                                       67
<PAGE>

Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     On June 8, 2004,  we notified  our  principal  accountants,  Cordovano  and
Honeck, P.C., that we were terminating their engagement as principal accountants
and  engaging  Weinberg  &  Company,  P.A.  ("Weinberg")  as our  new  principal
accountants. The termination of Cordovano and Honeck, P.C. and the engagement of
Weinberg  were  approved by our Audit  Committee.  The reports of Cordovano  and
Honeck,  P.C our consolidated  financial  statements for the previous two fiscal
years did not contain an adverse  opinion or a disclaimer  of opinion,  nor were
they  qualified  or modified  as to  uncertainty,  audit  scope,  or  accounting
principles,  except as  follows:  Cordovano  and  Honeck,  P.C.'s  report on the
consolidated  financial  statements of AGU Entertainment Corp. as of and for the
two fiscal years ended December 31, 2002 and 2003 contained a separate paragraph
stating  that "the  accompanying  consolidated  financial  statements  have been
prepared  assuming that AGU Entertainment  will continue as a going concern.  As
discussed  in  AGU  Entertainment's  Notes  to  the  financial  statements,  AGU
Entertainment has suffered significant  operating losses since inception,  which
raises a  substantial  doubt about its ability to continue as a going  concern."
Management's  plans in regard to this matter are also described in Note 9 to the
audited  financial  statements of Pyramid Music Corp. and  Subsidiaries  ("PMC")
filed with the  Securities  and  Exchange  Commission  on Form 8-K/A on June 15,
2004. The consolidated  financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

     In  connection  with its audits of the two fiscal years ended  December 31,
2002 and 2003, and the review of the consolidated  financial  statements through
March 31, 2004,  there were no disagreements  with Cordovano and Honeck,  P.C on
any matter of accounting principles or practices, financial statement disclosure
or auditing  scope or procedure  which  disagreements,  if not resolved to their
satisfaction  would have caused them to make reference in connection  with their
opinion to the subject matter of the  disagreement.  We requested  Cordovano and
Honeck,  P.C to  furnish  a letter  addressed  to the  Securities  and  Exchange
Commission  stating  whether  Cordovano and Honeck,  P.C.  agrees with the above
statements.  A copy of that letter, dated June 11, 2004, was filed as Exhibit 16
to Form 8-K/A filed with the  Securities  and  Exchange  Commission  on June 15,
2004.

     On June 8, 2004,  we engaged the firm of Weinberg  and Company  P.A. as our
independent principal accountants to audit our financial statements for the 2004
fiscal year. During the two most recent fiscal years and the first quarter 2004,
neither we, nor anybody on our behalf,  consulted the newly engaged  accountants
regarding the application of accounting  principles to a specified  transaction,
either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered on our financial statements.

Item 8A. CONTROLS AND PROCEDURES

     The  Company,  under  the  supervision  and with the  participation  of its
management,  including its principal  executive officer and principal  financial
officer,  evaluated  the  effectiveness  of  the  design  and  operation  of its
disclosure  controls  and  procedures  as  defined  in  Rule  13a-15(e)  of  the
Securities  Exchange  Act of 1934,  as amended  (the "Act") as of the end of the
period  covered  by this  report  (the  "Disclosure  Controls").  Based upon the
Disclosure  Controls  evaluation,  the principal executive officer and principal
financial  officer have  concluded  that the Company's  disclosure  controls and
procedures were not effective in connection with preparing this Annual Report on
Form 10-KSB due to a material  weakness in the Company's  internal  control over
financial reporting, mainly its financial closing, review and analysis process.


                                       68
<PAGE>

     In addition,  the timeliness of the Company's  filing of this Annual Report
on Form 10-KSB was adversely impacted by a multitude of factors,  including, but
not limited to, the  involuntary  relocation  of the Company's  headquarters  in
October 2005 due to Hurricane Wilma and the subsequent disposal of that facility
in  December of 2005,  the  negotiation  and  entering  into of two  significant
agreements  in the first  quarter  of 2006  regarding  the  broadcasting  of the
Company's TV station, as well as significant  financing  agreements entered into
in the first and second  quarters  of fiscal  2006 which  were  critical  to the
Company's ability to continue as a going concern. The occurrence of these events
consumed a  substantial  amount of the  Company's  limited  financial  and human
resources,  diverting management's attention from the preparation of this Annual
Report on Form 10-KSB to these other critical transactions.

     The Company  believes  that the delays  encountered  in filing this report,
mainly  the  internal  control  related  to the  financial  closing,  review and
analysis  process,  have been addressed and the Company has taken steps to avoid
the occurrence of this condition by adding  additional  qualified staff with SEC
experience in the financial reporting and analysis area.

     A control  system,  no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the  objectives of the control
system are met.  Further,  the design of a control  system must reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the Company have been
detected.  Because  of the  inherent  limitations  in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

The Company's internal control over financial  reporting was modified during the
Company's  most  recent  fiscal  quarter to add  additional  qualified  staff to
address  deficiencies  in the financial  closing,  review and analysis  process,
which has  materially  affected the Company's  internal  control over  financial
reporting.

Item 8B. OTHER INFORMATION

         On April 21, 2006,  the Company  received  notice from the OTC Bulletin
Board  ("OTCBB")  indicating  that the Company was not current in its  reporting
obligations  because the  Company's  Annual Report on Form 10-KSB was not timely
filed.  Pursuant  to NASD Rule  6530,  unless the  delinquency  was cured by the
expiration of the grace period,  May 22, 2006, the Company's  common stock would
not have been  eligible  for  quotation on the OTCBB and would have been removed
effective  May 24,  2006.  The  Company  contacted  the  Staff of the  OTCBB and
informed them that the Company would be in compliance  with NASD Rule 6350 prior
to the grace period expiration date.

         In the letter, OTCBB also noted that as of April 20, 2006, notification
of the  delinquency  appeared on the OTCBB Daily List and a fifth  character "E"
was appended to the Company's  ticker symbol on the first business day following
the date that the delinquency  notification  appeared on the Daily list. As this
Form  10-KSB has been filed prior to the  expiration  of the grace  period,  the
Company  expects that the Company's  delinquency  notification on the Daily List
and the fifth  character  "E" appended to the  Company's  ticker  symbol will be
removed.

         Any OTCBB issuer that is delinquent in its reporting  obligations three
times in a 24-month period and/or is actually removed from the OTCBB for failure
to file two  times  in a  24-month  period,  in each  case,  is  ineligible  for
quotation on the OTCBB for a period of one year. The Company has been delinquent
one time in the past 24-month period.

PART III.


                                       69
<PAGE>

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

     The  following  table  sets  forth  information   regarding  the  Company's
directors  and executive  officers as of December 31, 2005.  There are no family
relationships among any of our directors and officers.

Name                     Age    Positions
----                     ---    ---------

David C. Levy            53     Director and President of the Company

Les Garland              52     Director, Senior Executive Vice President of the
                                Company and Chief Executive Officer of The Tube

Gregory R. Catinella     54     Director

John W. Poling           60     Director, Executive Vice President and Chief
                                Financial Officer

     David C. Levy has served as President of the Company since May 2003.  Prior
to joining the Company,  Mr. Levy was the Vice President of Business Development
of Northwestern  Bell Phones, a manufacturing  and marketing company of consumer
electronics  from 1995 to May 2003.  Mr.  Levy  became a director of the Company
upon the  consummation  of the share  exchange with Pyramid Music Corp. in April
2004.  In the late 1970's,  Mr. Levy managed hit dance music group "Foxy," which
had a #1 record titled "Get Off" and a gold album.

     Les  Garland  served as  President  of The Tube from  August  2003 until he
became  Chief  Executive  Officer of the Tube in March  2006,  and has served as
President of Afterplay  Marketing,  Inc., an  entertaining  consulting  company,
since  1995.  Mr.  Garland  is also a Senior  Executive  Vice  President  of the
Company,  which  position he has held since April 2004.  From 1998 to 2000,  Mr.
Garland was a consultant to the College Television Network, a television network
on college  campuses across the United States.  Mr. Garland became a director of
the Company upon the consummation of the share exchange with Pyramid Music Corp.
in April  2004.  Mr.  Garland  was a  co-founder/originator  of both MTV:  Music
Television  and VH1.  In 1987,  MTV  Networks  was  sold to  Viacom  for over $1
billion. In the 1990's, Mr. Garland played an essential role in the domestic and
international launch of the interactive music channel, The Box, acting as senior
executive vice president. Responsible for entertainment programming,  promotion,
advertising sales and marketing,  Mr. Garland oversaw the rollout of the channel
from a base of  200,000  homes at its  inception  to more than 30  million  U.S.
households and 25 million households internationally.  In 1998, The Box was sold
to Viacom.  Mr. Garland's next venture was College  Television  Network.  He was
involved in the rollout,  which put the network on college  campuses  across the
country. In 2000, the College Television Network was sold to Viacom.

     Gregory R. Catinella has been the owner of Catinella  Realty, a real estate
investment  company,  since January 2004. Prior to owning Catinella Realty,  Mr.
Catinella was Chairman and President of Catinella Consulting Inc., a provider of
consulting,  marketing and business  development  services to public and private
companies  since 1986. Mr.  Catinella  became a director of the Company upon the
consummation of the share exchange with Pyramid Music Corp. in April 2004.

     John W.  Poling  has  served  as our  Executive  Vice  President  and Chief
Financial  Officer  since  November  2004.  Mr.  Poling  was a partner  at Tatum
Partners,  LLP provides financial services to emerging growth, middle market and
multinational companies. Prior to joining Tatum Partners, LLP, Mr. Poling served
as Chief  Financial  Officer of U.S.  Plastic Lumber Corp.,  a manufacturer  and
distributor of plastic lumber products, from 1999 to July 2002. In July of 2004,
U. S. Plastic Lumber Corp. filed for bankruptcy.  Mr. Poling serves on the board
of  directors  of  Kreisler  Manufacturing   Corporation,   a  manufacturer  and
distributor of metal  aircraft  engine and industrial  turbine  components,  and
SystemOne  Technologies  Inc., a manufacturer and distributor of  self-contained
recycling  parts  washers.  Mr. Poling became a director of the Company upon the
consummation of the share exchange with Pyramid Music Corp. in April 2004.


                                       70
<PAGE>

     Upon the  consummation  of the merger on  October  21,  2004,  our board of
directors  was divided into three  classes,  designated as Class I, Class II and
Class III. The term of the Class I directors  was  scheduled to expire after the
2005 annual meeting of stockholders,  the term of the Class II directors expires
after the 2006  annual  meeting of  stockholders,  and the term of the Class III
directors expires after the 2007 annual meeting of stockholders. After each such
meeting,  the newly elected  directors  will serve  three-year  terms.  Upon the
consummation of the merger,  Mr. Catinella was designated Class I director,  Mr.
Levy was  designated a Class II director,  and Mr.  Garland and Mr.  Poling were
designated  Class III directors.  The Company did not hold a 2005 annual meeting
of stockholders; therefore, the directors for Class I and Class II will be voted
upon at the 2006 annual meeting of stockholders. After such meeting, the Class I
directors elected will serve two-year terms.

     The Company does not currently  have a Financial  Expert  heading the Audit
Committee, but is actively seeking one.

     The Company's board of directors has a standing Audit Committee.  The Audit
Committee  is  currently  composed  of  Gregory  R.  Catinella.  The  Board  has
determined  that such member of the Audit Committee is independent as defined in
applicable Nasdaq National Market listing standards.

     The board of  directors  has adopted a code of ethics  that  applies to the
Company's principal executive officer, principal financial officer and principal
accounting  officer or controller.  The code of ethics was previously filed with
the  Commission  in the  Company's  Current  Report on Form 8-K  filed  with the
Commission on April 23, 2004 and is  incorporated  by reference as an exhibit to
this Annual Report on Form 10-K.

Section 16(a) Beneficial Ownership Reporting Compliance

     During 2005,  Michael Jay Solomon  filed one late report on Form 4 relating
to one transaction, Marc Gelberg filed one late report on Form 4 relating to two
transactions, and Gregory Catinella filed two late reports on Form 4 relating to
three transactions.

Item 10. SUMMARY COMPENSATION TABLE

     The following table sets forth the total compensation paid to or accrued by
our  President  and other named  executive  officers  for the fiscal years ended
December 31, 2005, 2004 and 2003.


                                       71
<PAGE>

--------------------------------------------------------------------------------
                                             Annual Compensation
--------------------------------------------------------------------------------
                                                                        All
                                 Fiscal                                Other
 Name and Principal Position      Year      Salary        Bonus     Compensation
--------------------------------------------------------------------------------
David Levy                        2005     $ 174,000     $40,000     $19,374 (1)
President and Director of the     2004     $ 172,000          --     $13,695 (2)
Company                           2003     $   3,607          --     $11,934 (3)
--------------------------------------------------------------------------------
Les Garland, Executive Vice       2005     $ 406,154     $85,000     $19,374 (1)
President and Director of the     2004     $ 397,343          --     $ 1,031 (4)
Company                           2003     $  64,421      29,000
--------------------------------------------------------------------------------
John W. Poling Executive Vice     2005     $ 130,000     $30,000          --
President and Director of the     2004     $  45,500          --          --
Company (5)
--------------------------------------------------------------------------------

(1)  Includes  compensation  for an  automobile  allowance of $18,000 and health
insurance of $1,374.
(2)  Includes  compensation  for an  automobile  allowance of $12,664 and health
insurance of $1,031.
(3)  Includes  compensation  for an  automobile  allowance of $10,903 and health
insurance of $1,031.
(4) Includes compensation for health insurance of $1,031.
(5) Mr. Poling was appointed  Executive Vice President of the Company  effective
as of November, 1 2004.

Employment Agreements

David Levy. Under an employment agreement, dated as of April 1, 2004, David Levy
serves as our President.  The agreement  terminates on March 23, 2009 and may be
extended for subsequent  one-year  periods by both parties  signing an extension
prior to 30 days of the  expiration  date.  Under  the  agreement,  Mr.  Levy is
entitled to receive an annual  salary of $350,000 or such greater  amount as the
board of directors may determine.  This annual salary  increased 5% on March 23,
2005. Under the agreement,  Mr. Levy deferred any salary in excess of $2,500 per
week  until the  Company  raises a  minimum  of  $5,000,000  in equity or equity
equivalents.  If Mr. Levy is terminated  without cause, the Company must pay him
any of his annual salary that has accrued,  and an amount equal to the lesser of
his  annual  salary  for the  number  of  months  remaining  in the  term of the
agreement or his monthly salary multiplied by 24.

Les Garland.  Under an employment  agreement,  dated July 2003 and amended as of
March 1, 2006, Les Garland serves as Chief Executive  Officer of The Tube. Under
the  agreement,  Mr. Garland is entitled to receive an annual salary of $350,000
of which  amount was  increased  to  $450,000 by the board of  directors  of the
Company  effective  July 1,  2005.  Under the  agreement,  Mr.  Garland  is also
entitled to a $50,000 bonus in 2006, bonuses based on the advertising revenue of
the Tube and the Company and performance  bonuses based on the profits earned by
The Tube. Effective January 1, 2007 and January 1, 2008, Mr. Garland is entitled
to receive an annual  salary of  $550,000  and  $650,000,  respectively.  If Mr.
Garland is terminated  without  cause or resigns for good  reasons,  the Company
must pay him monthly installments during the severance period in an amount equal
to one-twelfth of his base salary. If the Company undergoes a change of control,
the Company must pay Mr. Garland a fee equal to 3% of the aggregate market value
of the business  combination,  with a minimum of $3 million and a maximum of $10
million.  If Mr. Garland introduces the transaction to the Company,  there is no
maximum.

John W. Poling Under an employment  agreement dated November 1, 2004 and amended
on December 28, 2005.  Mr.  Poling serves as our  Executive  Vice  President and
Chief Financial Officer. Under the agreement,  Mr. Poling is entitled to receive
an annual  salary of  $200,000.  Under the  amendment,  salary will no longer be
deferred and the annual  salary was set at $160,000.  Mr.  Poling also agreed to
waive his right to receive any of his deferred  salary.  In the event Mr. Poling
is  terminated  without  cause,  he will be entitled to  severance  equal to one
year's salary and payable in 12 monthly payments.


                                       72
<PAGE>

2004 Stock Option and Stock Incentive Plan

         The Company adopted the 2004 Stock Option and Stock Incentive Plan (the
"Incentive  Plan") on July 29,  2004.  The purpose of the  Incentive  Plan is to
promote the long-term interests of the Company and its stockholders by providing
a means for attracting and retaining officers, directors and other key employees
of and  consultants to the Company and its affiliates by providing for awards in
the form of common stock.

     Set forth below is a summary of the provisions of the Incentive  Plan. This
summary is qualified in its entirety by the detailed  provisions  of the text of
the actual  Incentive Plan which is  incorporated  by reference as an exhibit to
this Annual Report on Form 10-KSB.

     All officers,  directors,  important  consultants  and key employees of the
Company and of any present or future  Company  parent or subsidiary  corporation
are eligible to receive an option or options or awards of restricted stock under
the Incentive Plan.

     Awards made pursuant to the Incentive Plan may be in the form of options or
grants of shares of restricted  stock.  Options granted under the Incentive Plan
may be  Incentive  Stock  Options or  Non-Qualified  Stock  Options.  Unless the
context  otherwise  requires,  the term "option"  includes both Incentive  Stock
Options and Non-Qualified Stock Options. The administrator may also grant awards
entitling the  participant to receive a stated number of shares of common stock,
which awards may be subject to  restrictions  or forfeiture for a period of time
as stipulated by the Board of Directors or the  Committee,  as  applicable.  The
dollar value of awards of restricted  stock  granted  under the  Incentive  Plan
shall be based upon the fair market value of common stock on the date of grant.

         The Incentive Plan shall be  administered  by the Board of Directors of
the Company,  or a Compensation  Committee  appointed by the Company's  Board of
Directors.  Pursuant  to the  terms  of the  Incentive  Plan,  the  Compensation
Committee  must consist of a minimum of two and a maximum of five members of the
Board of Directors,  each of whom shall be a "Non-Employee  Director" within the
meaning of  Exchange  Act Rule  16b-3(b)(3)  or any future  corresponding  rule,
except  that the  failure  of the  Compensation  Committee  for any reason to be
composed  solely  of  Non-Employee  Directors  shall  not  prevent  an option or
restricted stock award from being  considered  granted under the Incentive Plan.
References  to the  term  "Committee"  under  Proposal  2 refer  to  either  the
Company's  Board  of  Directors  or  a  Compensation   Committee   comprised  of
Non-Employee  Directors.  Our Board of Directors  will  administer the Incentive
Plan  until  such  time  that  our   Compensation   Committee  is  comprised  of
Non-Employee Directors. Under the Incentive Plan, the Committee has the right to
adopt such rules for the conduct of its business and the  administration  of the
Incentive  Plan as it  considers  desirable.  The  Committee  has the  right  to
construe the Incentive Plan and the options or awards of restricted stock issued
pursuant  to  it,  to  correct   defects   and   omissions   and  to   reconcile
inconsistencies  to the  extent  necessary  to  effectuate  the  purpose  of the
Incentive Plan and the options or awards of restricted  stock issued pursuant to
it.

         Pursuant to the terms of the Incentive Plan, 2,000,000 shares of common
stock were  reserved  for  issuance  upon the  exercise  of options or awards of
restricted stock granted under the Incentive Plan. All 2,000,000 share of common
stock may be awarded in form of Incentive Stock Options.

         The  Incentive  Plan  provides  that the  maximum  number of options or
restricted  stock  which may be  awarded  to any  single  participant  under the
Incentive Plan shall be no more than is equal to 90% of the shares  reserved for
issuance under the Incentive  Plan. The purpose of this  limitation is to enable
awards of Incentive  Stock Options made pursuant to the Incentive Plan to comply
with one of the  conditions of Section  162(m) of the Code which provide for the
deductibility of compensation paid to the Company's named executive  officers if
it is performance based.


                                       73
<PAGE>

         The option price for options  issued under the Incentive  Plan shall be
at least equal to the fair market  value of common stock on the date of grant of
the option.  The exercise price of an option may be paid in cash or the delivery
of already  owned  shares of common  stock of the  Company  having a fair market
value equal to the exercise price, or a combination thereof.

         The Board of Directors has  interpreted  the provision of the Incentive
Plan which allows  payment of the option price in common stock of the Company to
permit the  "pyramiding"  of shares in successive  exercises.  Thus, an optionee
could initially  exercise an option in part,  acquiring a small number of shares
of common stock,  and  immediately  thereafter  effect further  exercises of the
option,  using the common stock  acquired  upon earlier  exercises to pay for an
increasingly greater number of shares received on each successive exercise. This
procedure  could  permit an optionee  to pay the option  price by using a single
share of common stock or a small number of shares of common stock and to acquire
a number of shares of common stock  having an aggregate  fair market value equal
to the  excess of (a) the fair  market  value of all  shares to which the option
relates over (b) the aggregate exercise price under the option.

         All options  granted  pursuant to the Incentive Plan are exercisable in
accordance with a vesting schedule (if any) which is set by the Committee at the
time of  grant.  The  expiration  date of an option  is also  determined  by the
Committee  at the  time  of the  grant,  but  in no  event  will  an  option  be
exercisable  after the  expiration  of ten  years  from the date of grant of the
option.

         All unexercised  options  terminate three months  following the date on
which an optionee's employment with the Company terminates, other than by reason
of disability or death.  An  exercisable  option held by an optionee who dies or
who ceases to be employed by the Company  because of disability may be exercised
by the employee or his representative within one year after the employee dies or
becomes disabled (but not later than the scheduled option termination date).

         The  Committee  may  in  its  sole  discretion,  provide  in an  option
agreement  the  circumstances  under which the option shall  become  immediately
exercisable and may accelerate the date on which all or any portion of an option
may be exercised.

         All awards of restricted  stock of common stock granted pursuant to the
Incentive  Plan may be subject to vesting  for a period of time and will  become
unrestricted under the Incentive Plan in accordance with a vesting schedule,  if
any, set by the Committee at the time of grant. Under the terms of the Incentive
Plan,  the Committee may also  establish an additional  time period during which
the  participant  must  hold the  vested  shares  prior to  resale.  During  the
restricted  period,  if any,  the  participant  shall have the right to vote the
shares subject to the award.

         All unvested  awards  terminate  immediately  upon  termination  of the
participant's employment with the Company, other than by reason of disability or
death. If the participant  ceases to be employed by the Company because of death
or disability,  any unvested awards will immediately vest. Additionally,  unless
the Committee shall otherwise provide, if the participant's  employment with the
Company is involuntarily  terminated for any reason, except for cause, during an
18 month period  after a change in control of the Company,  the shares of Common
Stock  subject  to the  participant's  award  will  fully  vest and no longer be
subject  to the  restrictions  under the  Incentive  Plan.  A change in  control
includes  a change  within a 12 month  period in holders of more than 50% of the
outstanding  voting  stock of the Company,  or any other  events  deemed to be a
change in control by the Committee.

         The Committee has the authority, in its sole discretion,  to accelerate
the  time at which  any or all of the  restrictions  shall  lapse  with  respect
thereto, or to remove any restrictions whenever it shall determine such action s
appropriate  by reason  of  changes  in tax or other  laws or other  changes  in
circumstances occurring after the commencement of the restricted period.


                                       74
<PAGE>

Compensation of Directors

         Each  non-officer  director is paid $2,500 in cash and 2,500  shares of
our common stock per quarter.

Item 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of the Company's  common stock as of December 31, 2005, by
each  person  known  by the  Company  to own  beneficially  more  than 5% of the
Company's  common stock;  each of the Company's named executive  officers;  each
director of the Company;  and all of the  executive  officers and directors as a
group.

      The amount and percentage of common stock  beneficially owned are reported
on the basis of regulations of the SEC governing the determination of beneficial
ownership of securities.  Under the rules of the SEC, a person is deemed to be a
beneficial owner of a security if that person has or shares voting power,  which
includes the power to dispose of or to direct the  disposition  of the security.
Unless otherwise indicated below, each beneficial owner named in the table below
has sole  voting  and sole  investment  power with  respect to all shares  owned
beneficially. The percentage of beneficial ownership of common stock is based on
26,046,711 shares outstanding as of December 31, 2005.

Name and Address of Beneficial                        Shares       Percentage of
Owner (1)                                          Beneficially      Outstanding
                                                      Owned         Common stock
                                                                       Owned
------------------------------                    ---------------  -------------
Les Garland
   President of The Tube and Director of the
Company..................................            1,542,000          5.9%

David Levy
   President of the Company and Director of
the Company..............................         2,744,373(2)(4)       10.6%

Gregory Catinella
   Director of the Company...............             746,500           2.9%

John W. Poling
   Executive Vice President and Chief
Financial Officer of the Company and                  200,000             *
Director of the Company..................

Ned Siegel
500 T-Rex Ave., Suite 150
Boca Raton, FL 33431.....................            1,725,691          6.6%

Neil Strum
3849 Rambla Pacifico
Malibu, California 90265.................            1,905,691          7.3%

VLC Holdings, LLC
2455 E. Sunrise Blvd., Suite 502
Ft. Lauderdale, FL 33304.................         2,739,373(3)(4)       10.5%

Mitchell Entertainment Company
11601 Wilshire Blvd., Suite 2400
Los Angeles, CA 90025....................           4,300,000(5)        14.2%

Robert Kast
21875 Cartagena Drive
Boca Raton, FL 33428.....................           4,537,861(6)        15.6%

All executive officers and directors as a
group (4 persons)........................            5,232,873          20.1%


                                       75
<PAGE>

----------
* Less than 1%

(1) Unless otherwise indicated, the address of record for the owner is 1451 West
Cypress Creek Road, Ft. Lauderdale, FL 33309
(2)  Includes  5,000  shares  owned by David  Levy  and  2,739,373  owned by VLC
Holdings,  LLC.  Excludes  1,272,784  shares owned by Rachel Levy,  David Levy's
mother and 8,000 shares owned by Victoria Levy, David Levy's daughter.
(3) The  aggregate  holdings of David Levy,  Rachel Levy and VLC Holdings  total
4,017,157 and represent  approximately 15.4% of the Company's outstanding common
stock.
(4) The principal owners of VLC Holdings, LLC are the wife and daughter of David
Levy,  the  President  and a director of the  Company.  Excludes  shares held by
Rachel Levy.
(5)  Represents  the right to  purchase  2,000,000  shares  pursuant to a repaid
convertible  term note and  2,300,000  shares  issuable  upon the  exercise of a
common stock purchase  warrant.
(7) Includes common stock purchase  warrants to purchase up to 3,128,575  shares
of common stock.

Equity Compensation Plan Information

The following table details  information  regarding our equity compensation plan
information as of December 31, 2005.


                                       76
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                                     Number of securities
                                                                                     remaining available for
                                                                 Weighted-average    future issuance under
                                                                 exercise price of   equity compensation
                             Number of securities to be issued   outstanding         plans (excluding
                             upon exercise of outstanding        options, warrants   securities reflected in
                             options, warrants and rights        and rights          column (a))
        Plan Category        (a)                                 (b)                 ( c )
------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>                      <C>
Equity compensation plans
approved by security
holders                                                    --        $      --                2,000,000 (1)
------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security
holders                                                10,000        $    3.00 (3)                   --
------------------------------------------------------------------------------------------------------------
Total (4)                                              10,000        $    3.00                2,000,000
------------------------------------------------------------------------------------------------------------
</TABLE>

      (1)   No stock  options  have been issued  under the 2004  Employee  Stock
            Option Plan approved by security holders.
      (2)   A warrant to purchase  10,000 shares of common stock was issued to a
            consultant  on August 2, 2005.  This warrant has a term of two years
            and is  immediately  exercisable  at the option of the  holder.  The
            exercise price is $3.00 per share.
      (3)   Weighted average fair market value of securities issued.
      (4)   This table does not include  shares of common stock that the company
            has issued to employees, directors, vendors and others.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company,  initially known as Lexington Barron  Technologies,  Inc.,
was incorporated in the State of Colorado on August 23, 2000. From its inception
through  April  1,  2004,  Lexington  Barron  Technologies,  Inc.  conducted  no
significant operations or other activities.  On March 15, 2004, Lexington Barron
Technologies,  Inc.  entered into a stock exchange  agreement with Pyramid Music
Corp., a Florida  corporation.  Under the terms of the stock exchange agreement,
Lexington  Barron  Technologies,  Inc.  acquired 100% of the outstanding  common
stock of Pyramid Music Corp. in exchange for  16,922,464  shares of common stock
of Lexington Barron Technologies,  Inc. As a result of the share exchange, which
was consummated on April 1, 2004, the former shareholders of Pyramid Music Corp.
owned,  on a fully  diluted  basis,  approximately  80% of the  then-issued  and
outstanding  shares of common stock of Lexington Barron  Technologies,  Inc. and
the former  principal  owners of Lexington  Barron  Technologies,  Inc.'s common
stock (who are former directors of the company) owned, on a fully diluted basis,
approximately 20% of the then-issued and outstanding  shares of Lexington Barron
Technologies,  Inc.  On March 26,  2004,  Lexington  Barron  Technologies,  Inc.
amended its articles of  incorporation  to change its name to AGU  Entertainment
Corp.,  and  on  February  25,  2006,  the  Company  amended  and  restated  its
certificate of incorporation to change its name to The Tube Media Corp.

         In connection with the share  exchange,  the then board of directors of
the Company appointed  nominees  selected by the former  shareholders of Pyramid
Music Corp. to fill the existing  vacancies on the Company's board of directors.
The former directors resigned as members of our board of directors.


                                       77
<PAGE>

         Effective  December 8, 2004,  Allen Jacobi resigned as President of AGU
Music, Inc., one of our subsidiaries.  The Company was not obligated to make any
payments  to him under  the  termination  provisions  of his  former  employment
agreement.  On  December  8,  2004,  as  part  of his  resignation,  we and  our
subsidiaries  entered into a mutual release and settlement  agreement with Allen
Jacobi,  Josh Danoff,  Jeff Shane,  Delsy  Gutierrez,  each an employee of Allen
Jacobi,  Pyramid Records Corp., a Florida corporation,  and Pyramid Media Group,
Inc.,  referred to herein as the Pyramid Parties.  Under the terms of the mutual
release and settlement agreement,  the Pyramid Parties had to deliver all rights
to certain  master  recordings  to us, pay all brokerage  commissions  under the
license  agreement,  deliver all  business  files and  computers to the Company,
forfeit  all  rights  to a  telephone  number  and  notify  parties  to  certain
agreements  that the  Pyramid  Parties  are no longer  authorized  to act on the
Company's  behalf.  The terms of the mutual  release  and  settlement  agreement
provided  for us to pay  $11,000 for an  outstanding  legal bill owed by Pyramid
Records Corp. to a third party,  permit Allen Jacobi to retain $40,000  received
under a license  agreement,  transfer any rights to the existing  Stephen Stills
contract to Allen Jacobi,  subject to approval by the artist, and relinquish all
rights to an internet  domain name.  The Company was also entitled to all future
monies to be received under the license agreement.

         In June  2004,  the  Company  received  loans  from  and  executed  two
promissory  notes totaling  $235,000 in favor of DML Marketing  Corp., an entity
controlled by Donna M. Levy, the wife of David C. Levy, in the principal  amount
of $150,000, which matured on October 30, 2004, and John P. Grandinetti,  who at
the time was a significant  stockholder of the Company,  in the principal amount
of $85,000,  which matured on October 30, 2004. The notes accrued interest at an
annual rate of 5%. These notes were repaid in December 2004.

         In August 2004 and October 2004,  the Company  received  loans from and
executed  promissory  Notes in the  principal  amounts  of  $40,000  and  $1,000
respectively,  in favor of DML Marketing Corp. The notes accrued  interest at an
annual rate of 5% and  matured on  November 1, 2004.  These notes were repaid in
December 2004.

         In December 2004, the Company offset a note  receivable from David Levy
in the amount of $15,500 against deferred salary,  which had been deferred under
an employment agreement.

         For the period from May 20, 2003 (inception) through December 31, 2005,
the Company  received various  computer and internet  services  totaling $39,866
from Broad Vision Group, an entity owned by John P.  Grandinetti.  In June 2004,
$36,000 was  converted  into common stock of the  Company.  At December 31, 2005
approximately $0 was unpaid.

         For the period from May 20, 2003 (inception) through December 2005, the
Company received various consulting services totaling approximately $97,206 from
Dr. Robert A. Kast, a significant  stockholder  of the Company.  At December 31,
2005 approximately $97,206 was unpaid.

         Additionally, David Levy and John Poling, two executive officers of the
Company,  agreed  to defer a  portion  of their  salaries  payable  under  their
employment agreements until such time as adequate capital has been raised by the
Company.  Mr. Levy and Mr. Poling have both agreed to  discontinue  the deferral
and waived any rights to the deferred amounts.

         On March 3, 2004, in  connection  with the  Distribution  Agreement and
assignment  of  certain  assets of PMG (see Note 5),  the  Company  assumed  the
obligation to repay $350,000 of notes payable to Neil Strum and Ned Siegel,  two
significant  stockholders of the Company. The notes have an annual interest rate
of 8%. Payments  commenced in March of 2004, and the balance due as of September
30, 2004 was approximately  $331,000.  The terms of these notes required monthly
payments of  principal  and  interest.  The  Company  had not made the  required
monthly  principal and interest payments since June of 2004. On May 5, 2005, the
Company entered into a settlement agreement,  effective April 15, 2005, with the
holders of the notes.  Under the terms of the  settlement  agreement,  the notes
were  cancelled and were replaced with new notes  containing  the same terms and
conditions as the old notes, except that the new notes had a beginning principal
balance of $345,806. The Company did not make any of the required payments under
the new notes. The stockholders filed suit and commenced litigation in the State
of Florida and on January 16, 2006, the Company and the stockholders  reached an
agreement which required the immediate  payment of $175,000 to the stockholders,
and a subsequent payment of $125,000 on February 15, 2006, subject to a personal
guarantee by David Levy, President of the Company and Donna Levy, his wife, as a
complete settlement of the Distribution Agreement and dispute.


                                       78
<PAGE>

         Prior to his  appointment  as a director  of the Company on November 1,
2004, Mr. Gelberg was paid approximately $8,800 in 2004 and $14,775 in 2005, for
consulting services provided to the Company.  Mr. Gelberg resigned as a director
of the Company on January 24, 2006. At December 31, 2005,  approximately  $2,500
of director fees was unpaid.

         During 2005,  the Company  received  loans in the  aggregate  amount of
approximately $1.5 million from, David Levy and DML Marketing, of which $679,025
were  repaid as of  December  31,  2005,  leaving  an amount  outstanding  as of
December 31, 2005 of $780,803. On April 3, 2006, the Company repaid a promissory
note dated  December 9, 2005 to DML  Marketing,  in the amount of $108,377.  The
loans, which are considered working capital advances,  generally pay interest at
10% and are due upon additional equity transactions.  In April 2006, the Company
repaid DML Marketing  $108,000  leaving an amount  outstanding of $672,803.  The
Company  has also issued  warrants  to  purchase up to 800,000  shares of common
stock to DML Marketing at $1.50 per share.  On April 3, 2006,  the warrants were
amended to change the exercise price per share to $2.00.

         The Company also received promissory notes from, Dr. Robert A. Kast and
his family  during  2005 in the  aggregate  amount of  $700,000,  including  the
extension of a $150,000 promissory note, which was originally issued in 2004. As
of December 31, 2005,  $375,000 was unpaid. The $150,000  promissory note, which
was  originally  at 8% interest,  currently  pays interest at 10% and was due in
March 2005.  The  $700,000  promissory  notes pay interest at 6% and were due at
various dates in 2005. On April 12, 2006, the due date of these promissory notes
was extended  until such time as the Company  raises an additional $2 million of
equity or equity  related  securities in addition to the $2.45 million raised on
April 21, 2006. The Company has also issued warrants to purchase up to 3,128,575
shares of common stock to Dr. Robert A. Kast.

Item 13. EXHIBITS

         List of Exhibits filed as part of this report.  The following  exhibits
are  incorporated  by  reference  herein  or  filed  herewith.  The  warranties,
representations  and  covenants  contained  in the  agreements  listed  below as
exhibits  should  not be  relied  upon by  buyers,  sellers  or  holders  of the
Company's  securities  and are not intended as  warranties,  representations  or
covenants to any  individual or entity except as  specifically  set forth in the
agreements.

Number   Title

2.1      Share   Exchange   Agreement,   dated  March  15,  2004,   between  the
         shareholders of Pyramid Music Corp.,  Pyramid Music Corp. and Lexington
         Barron Technologies, Inc. (Incorporated by reference to the Registrants
         Form 8-K filed April 16, 2004, as amended)

2.2      Agreement  and Plan of Merger,  dated as of September  30, 2004, by and
         between  AGU  Entertainment  Corp.,  a  Colorado  corporation,  and AGU
         Entertainment  Corp., a Delaware  corporation  (incorporated  herein by
         reference to the Registrant's Form 10-QSB filed November 12, 2004)

3.1      Amended and Restated  Certificate  of  Incorporation  of The Tube Media
         Corp., a Delaware corporation  (incorporated herein by reference to the
         Registrant's Form 8-K filed March 2, 2006)


                                       79
<PAGE>

3.2      Bylaws as  amended,  of The Tube Media  Corp.,  a Delaware  corporation
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         March 2, 2006)

3.4      Specimen certificate of the common stock of The Tube Media Corp.

4.1      Convertible  Promissory  Note dated  September  13,  2004,  made by AGU
         Entertainment  Corp.  in favor of Galt  Financial  Corp.  (incorporated
         herein by reference to the  Registrant's  Form 8-K filed  September 20,
         2004)

4.2      Warrant  to  subscribe  for  500,000  shares  of  common  stock  of AGU
         Entertainment Corp. issued to Galt Financial Corporation  (incorporated
         herein by reference to the  Registrant's  Form 8-K filed  September 20,
         2004)

4.3      Secured  Convertible Term Note issued by AGU  Entertainment  Corp., The
         Tube Music Network,  Inc., and Pyramid Records  International,  Inc. to
         Mitchell Entertainment Company (incorporated herein by reference to the
         Registrant's Form 8-K filed December 29, 2004)

4.4      Common stock  Purchase  Warrant of AGU  Entertainment  Corp.  issued to
         Mitchell Entertainment Company (incorporated herein by reference to the
         Registrant's Form 8-K filed December 29, 2004)

4.5      Promissory Note issued by AGU Entertainment Corp. to Charley Zeches, in
         her capacity as trustee of Lakes Holding Trust U/A (incorporated herein
         by reference to the Registrant's Form 8-K filed December 29, 2004)

4.6      Promissory Note,  dated March 31, 2006,  issued by The Tube Media Corp.
         in the  aggregate  principal  amount of $800,000 to Michael H.  Brauser
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 5, 2006)

4.7      Promissory Note,  dated March 31, 2006,  issued by The Tube Media Corp.
         in  the  aggregate   principal   amount  of  $800,000  to  Barry  Honig
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 5, 2006)

4.8      Form of 7% Secured  Convertible  Note, dated April 21, 2006,  issued by
         The  Tube  Media  Corp.   (incorporated  herein  by  reference  to  the
         Registrant's Form 8-K filed April 26, 2006)

4.9      Form of Common Stock Purchase Warrant,  dated April 21, 2006, issued by
         The  Tube  Media  Corp.   (incorporated  herein  by  reference  to  the
         Registrant's Form 8-K filed April 26, 2006)

10.1     Employment  agreement  of  David  Levy,  dated  as of  April  1,  2004.
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 16, 2004, as amended)

10.2     Employment  agreement  of Allen  Jacobi,  dated  as of  April 1,  2004.
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 16, 2004, as amended)


                                       80
<PAGE>

10.3     Assignment and Assumption  Agreement,  dated as of March 3, 2004, among
         Pyramid   Media  Group,   Inc.,   Allen  Jacobi  and  Pyramid   Records
         International  ,  Inc.   (incorporated   herein  by  reference  to  the
         Registrant's Form 8-K filed April 16, 2004, as amended)

10.4     Amendment to Assignment and Assumption Agreement,  dated March 8, 2004,
         by and among  Pyramid  Media  Group,  Inc.,  Allen  Jacobi and  Pyramid
         Records  International , Inc.  (incorporated herein by reference to the
         Registrant's Form 8-K filed April 16, 2004, as amended)

10.5     Corporate  Guaranty,  dated  March 5,  2004.  (incorporated  herein  by
         reference  to the  Registrant's  Form 8-K  filed  April  16,  2004,  as
         amended)

10.6     Employment  Agreement  of Les  Garland,  dated July 2003  (incorporated
         herein by reference to the Registrant's  Form 8-K filed April 16, 2004,
         as amended)

10.7     Agreement with GSMB  regarding  marketing and  promotional  expenditure
         commitment  (incorporated  herein by reference to the Registrant's Form
         10-QSB filed August 20, 2004)

10.8     Trust  Agreement  in  connection  with the  marketing  and  promotional
         expenditure  commitment   (incorporated  herein  by  reference  to  the
         Registrant's Form 10-QSB filed August 20, 2004)

10.9     Agreement with Radical Media, Inc. (incorporated herein by reference to
         the Registrant's Form 10-QSB filed August 20, 2004)

10.10    Agreement for Purchase and Sale, dated, dated as of September 10, 2004,
         by and between AGU  Entertainment  Corp.  and  Charley  Zeches,  in her
         capacity  as trustee  of Lakes  Holding  Trust U/A dated July 27,  2001
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         September 20, 2004)

10.11    Consulting  Agreement,  dated as of September  13, 2004, by and between
         AGU  Entertainment  Corp.  and Kevin  Waltzer  (incorporated  herein by
         reference to the Registrant's Form 8-K filed September 20, 2004)

10.12    Employment   Agreement  dated  as  of  November  1,  2004  between  AGU
         Entertainment  Corp.  and  John  W.  Poling   (incorporated  herein  by
         reference to the Registrant's Form 8-K filed November 9, 2004)

10.13    Stock Purchase Agreement between AGU Entertainment  Corp. and AUW, Inc.
         (incorporated herein by reference to the Registrant's Form 10-QSB filed
         November 12, 2004)

10.14    2004 Stock  Option and Stock  Incentive  Plan  (incorporated  herein by
         reference to the Registrant's Form 10-QSB filed November 12, 2004)

10.15    Amendment  to  Agreement  for  Purchase  and Sale,  dated,  dated as of
         September 10, 2004, by and between AGU Entertainment  Corp. and Charley
         Zeches,  in her  capacity as trustee of Lakes  Holding  Trust U/A dated
         July 27, 2001  (incorporated  herein by reference  to the  Registrant's
         Form 10- QSB filed November 12, 2004)


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<PAGE>

10.16    Securities  Purchase  Agreement,  effective as of December 20, 2004, by
         and among AGU  Entertainment  Corp.,  The Tube Music Network,  Inc. and
         Pyramid Records International,  Inc. and Mitchell Entertainment Company
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         December 29, 2004)

10.17    Mortgage  Deed and  Security  Agreement,  effective  as of December 20,
         2004, by and between AGU Entertainment Corp. and Mitchell Entertainment
         Company  (incorporated herein by reference to the Registrant's Form 8-K
         filed December 29, 2004)

10.18    Master  Security  Agreement,  effective as of December 20, 2004, by and
         among AGU Entertainment Corp., The Tube Music Network, Inc. and Pyramid
         Records   International,   Inc.  and  Mitchell   Entertainment  Company
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         December 29, 2004)

10.19    Assignment of Rents, Leases and Deposits,  effective as of December 20,
         2004, by and between AGU Entertainment Corp. and Mitchell Entertainment
         Company  (incorporated herein by reference to the Registrant's Form 8-K
         filed December 29, 2004)

10.20    Subordination  Agreement,  effective as of December  20,  2004,  by and
         between  Charley  Zeches,  in her capacity as trustee of Lakes  Holding
         Trust, and Mitchell  Entertainment  Company, as agreed to, accepted and
         acknowledged  by  AGU  Entertainment  Corp.   (incorporated  herein  by
         reference to the Registrant's Form 8-K filed December 29, 2004)

10.21    Registration  Rights  Agreement,  effective as of December 20, 2004, by
         and between AGU Entertainment Corp. and Mitchell  Entertainment Company
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         December 29, 2004)

10.22    Environmental  Indemnity Agreement,  effective as of December 20, 2004,
         by and among AGU Entertainment Corp., The Tube Music Network,  Inc. and
         Pyramid Records International,  Inc. and Mitchell Entertainment Company
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         December 29, 2004)

10.23    Mortgage  Deed and  Security  Agreement,  effective  as of December 20,
         2004, by and between AGU Entertainment Corp. and Charley Zeches, in her
         capacity as Trustee of Lakes Holding Trust U/A (incorporated  herein by
         reference to the Registrant's Form 8-K filed December 29, 2004)

10.24    Assignment of Rents, Leases and Deposits,  effective as of December 20,
         2004, by and between AGU Entertainment Corp. and Charley Zeches, in her
         capacity as Trustee of Lakes Holding Trust U/A (incorporated  herein by
         reference to the Registrant's Form 8-K filed December 29, 2004)

10.25    Amendment  No.  2 to  Agreement  for  Purchase  and  Sale,  dated as of
         November 30, 2004, by and between AGU  Entertainment  Corp. and Charley
         Zeches,  in  her  capacity  as  Trustee  of  Lakes  Holding  Trust  U/A
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         December 29, 2004)

10.26    Letter Agreement regarding $145,000 Protective Advance, dated April 14,
         2005  (incorporated  herein by reference to the  Registrant's  Form 8-K
         filed April 20, 2005)


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<PAGE>

10.27    Letter,  dated April 22, 2005 (incorporated  herein by reference to the
         Registrant's Form 8-K/A filed April 28, 2005)

10.28    Settlement  and Mutual  Release  Agreement,  effective  April 15,  2005
         (incorporated  herein by reference to the Registrant's Form 8-K/A filed
         May 11, 1005)

10.29    Mitchell  Letter  Agreement,  dated as of April 29, 2005  (incorporated
         herein by reference to the Registrant's Form 8-K filed May 20, 2005)

10.30    Solomon Letter Agreement,  effective May 18, 2005 (incorporated  herein
         by reference to the Registrant's Form 8-K filed May 20, 2005)

10.31    Technical  Services  Agreement,  dated as of December  1, 2004,  by and
         between  The Tube  Music  Network,  Inc.  and  Skyport  Services,  Inc.
         (incorporated  herein by reference to the Registrant's Form 8-K/A filed
         May 23, 2005)

10.32    Charter Affiliate Affiliation Agreement, dated as of April 15, 2005, by
         and  between  The Tube  Music  Network,  Inc.  and Raycom  Media,  Inc.
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         May 20, 2005)

10.33    Confidential  Settlement  Agreement and Mutual Release,  dated June 21,
         2005  (incorporated  herein by reference to the Registrant's Form 8-K/A
         filed July 8, 2005)

10.34    Loan  Agreement,  dated  July 25,  2005,  among  Robert  Jaffee and AGU
         Entertainment  Corp., Les Garland,  David C. Levy,  Victoria Levy, Marc
         Gelberg,  Greg  Catinella  and John W. Poling  (incorporated  herein by
         reference to the Registrant's Form 8-K filed August 2, 2005)

10.35    $500,000  Promissory Note issued by AGU  Entertainment  Corp. to Robert
         Jaffee  (incorporated  herein by reference to the Registrant's Form 8-K
         filed August 2, 2005)

10.36    Warrant  to  purchase  up to  400,000  shares  of  common  stock of AGU
         Entertainment  Corp.  issued to Robert Jaffee  (incorporated  herein by
         reference to the Registrant's Form 8-K filed August 2, 2005)

10.37    Letter   Agreement,   dated  August  11,  2005,   by  and  between  AGU
         Entertainment  Corp.  and  Mitchell   Entertainment  Company  regarding
         extension  of maturity  date  (incorporated  herein by reference to the
         Registrant's Form 10-QSB filed August 19, 2005)

10.38    Letter   Agreement,   dated  August  17,  2005,   by  and  between  AGU
         Entertainment  Corp.  and  Mitchell   Entertainment  Company  regarding
         extension   of  due  date  for   filing   of   registration   statement
         (incorporated herein by reference to the Registrant's Form 10-QSB filed
         August 19, 2005)

10.39    Agreement  for Purchase and Sale,  dated as of August 29, 2005,  by and
         between AGU  Entertainment  Corp. and Tarragon South  Development Corp.
         (includes  side  letter)  (incorporated  herein  by  reference  to  the
         Registrant's Form 8-K filed November 11, 2005)


                                       83
<PAGE>

10.40    Consulting  Agreement,  dated as of August 31, 2005, by and between AGU
         Entertainment Corp. and DKK-RK Enterprises,  Inc.  (incorporated herein
         by reference to the Registrant's Form 8-K filed September 8, 2005)

10.41    Letter  Agreement,   dated  September  2,  2005,  by  and  between  AGU
         Entertainment  Corp.,  The Tube Music Network,  Inc. and AGU Music Inc.
         and  Robert  Alan  Kast  (incorporated   herein  by  reference  to  the
         Registrant's Form 8-K filed September 8, 2005)

10.42    $500,000  Promissory Note, dated August 31, 2005, issued to Robert Alan
         Kast by AGU Entertainment  Corp.  (incorporated  herein by reference to
         the Registrant's Form 8-K filed September 8, 2005)

10.43    $200,000  Promissory Note,  dated August 31, 2005,  issued to Daniel K.
         Kast and Lenore S. Kast by AGU Entertainment Corp. (incorporated herein
         by reference to the Registrant's Form 8-K filed September 8, 2005)

10.44    Warrant  to  subscribe  for  100,000  shares  of  common  stock  of AGU
         Entertainment Corp. issued to Robert Alan Kast (incorporated  herein by
         reference to the Registrant's Form 8-K filed September 8, 2005)

10.45    Warrant  to  subscribe  for  200,000  shares  of  common  stock  of AGU
         Entertainment Corp. issued to Robert Alan Kast (incorporated  herein by
         reference to the Registrant's Form 8-K filed September 8, 2005)

10.46    Warrant  to  subscribe  for  100,000  shares  of  common  stock  of AGU
         Entertainment  Corp.  issued Robert Alan Kast  (incorporated  herein by
         reference to the Registrant's Form 8-K filed September 8, 2005)

10.47    Warrant  to  subscribe  for  150,000  shares  of  common  stock  of AGU
         Entertainment Corp. issued to Robert Alan Kast (incorporated  herein by
         reference to the Registrant's Form 8-K filed September 8, 2005)

10.48    Warrant  to  subscribe  for  200,000  shares  of  common  stock  of AGU
         Entertainment Corp. issued to Robert Alan Kast (incorporated  herein by
         reference to the Registrant's Form 8-K filed September 8, 2005)

10.49    Promissory  Note dated  October 21, 2005,  issued by AGU  Entertainment
         Corp.  to Tarragon  South  Development  Corp.  (incorporated  herein by
         reference to the Registrant's Form 8-K filed October 27, 2005)

10.50    Third  Mortgage  Deed and Security  Agreement,  dated as of October 21,
         2005,  by  and  among  AGU  Entertainment   Corp.  and  Tarragon  South
         Development Corp. (incorporated herein by reference to the Registrant's
         Form 8-K filed October 27, 2005)

10.51    Subordination  Agreement  dated as of October  21,  2005,  by and among
         Charley  Zeches,  in her  capacity as trustee of Lakes  Holding  Trust,
         Mitchell  Entertainment  Company,  Tarragon South Development Corp., as
         agreed  to,  accepted  and  acknowledged  by  AGU  Entertainment  Corp.
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         October 27, 2005)


                                       84
<PAGE>

10.52    Tri-Party Developer's  Agreement,  dated as of October 21, 2005, by and
         among  the  City of  Lauderdale  Lakes,  AGU  Entertainment  Corp.  and
         Tarragon South Development Corp.  (incorporated  herein by reference to
         the Registrant's Form 8-K filed October 27, 2005)

10.53    Promissory  Note, dated October 31, 2005,  issued by AGU  Entertainment
         Corp.  to Charley  Zeches,  in her capacity as trustee of Lakes Holding
         Trust U/A  (incorporated  herein by reference to the Registrant's  Form
         8-K filed October 27, 2005)

10.54    Receipt for Future Advance and Mortgage Modification  Agreement,  dated
         as of October 21,  2005,  by and between AGU  Entertainment  Corp.  and
         Charley  Zeches,  in her capacity as trustee of Lakes Holding Trust U/A
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         October 27, 2005)

10.55    Easement Search Letter,  dated October 21, 2005 (incorporated herein by
         reference to the Registrant's Form 8-K filed October 27, 2005)

10.56    Notice of Limitation on Mortgage  Future  Advance by AGU  Entertainment
         Corp.  relating to mortgage  in favor of Mitchell  Entertainment  Corp.
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         October 27, 2005)

10.57    First  Amendment  to  Agreement  for  Purchase  and  Sale,  dated as of
         November 1, 2005, by and between AGU  Entertainment  Corp. and Tarragon
         South  Development  Corp.  (incorporated  herein  by  reference  to the
         Registrant's Form 10-QSB filed December 9, 2005)

10.58    Second  Amendment  to  Agreement  for  Purchase  and Sale,  dated as of
         December 2, 2005, by and between AGU  Entertainment  Corp. and Tarragon
         South  Development  Corp.  (incorporated  herein  by  reference  to the
         Registrant's Form 10-QSB filed December 9, 2005)

10.59    Amendment  No.  3 to  Agreement  for  Purchase  and  Sale,  dated as of
         December 2, 2005,  by and between  Charley  Zeches,  in her capacity as
         trustee  of  Lakes  Holding  Trust  U/A  and  AGU  Entertainment  Corp.
         (incorporated herein by reference to the Registrant's Form 10-QSB filed
         December 9, 2005)

10.60    Amendment to  Employment  Agreement  dated as of March 6, 2006,  by and
         between The Tube Media Corp.  and Les Garland  (incorporated  herein by
         reference to the registrant's Form 8-K filed March 10, 2006).

10.61    Charter  Affiliation  Agreement,  dated  as of March  6,  2006,  by and
         between The Tube Media Corp., The Tube Music Network,  Inc. and Tribune
         Broadcasting   Company   (incorporated   herein  by  reference  to  the
         registrant's Form 8-K filed March 10, 2006.)

10.62    Letter  Agreement,  dated  March 6,  2006,  by and among The Tube Media
         Corp., The Tube Music Network,  Inc. and Tribune Broadcasting  Company.
         (This agreement has been redacted pursuant to a confidential  treatment
         request filed with the Securities  and Exchange  Commission on the date
         hereof.) (incorporated herein by reference to the registrant's Form 8-K
         filed March 10, 2006)


                                       85
<PAGE>

10.63    Securities Issuance Agreement,  dated March 6, 2006, by and between The
         Tube Media Corp. and Tribune Broadcasting Company.  (This agreement has
         been redacted  pursuant to a confidential  treatment request filed with
         the   Securities   and  Exchange   Commission   on  the  date  hereof.)
         (incorporated  herein by reference to the  registrant's  Form 8-K filed
         March 10, 2006)

10.64    Registration  Rights  Agreement,  dated  as of March  6,  2006,  by and
         between  The  Tube  Media  Corp.  and  Tribune   Broadcasting   Company
         (incorporated  herein by reference to the  registrant's  Form 8-K filed
         March 10, 2006.).

10.65    Common stock Purchase Warrant of The Tube Media Corp. issued to Tribune
         Broadcasting  Company.  (This agreement has been redacted pursuant to a
         confidential  treatment  request filed with the Securities and Exchange
         Commission  on the date hereof.)  (incorporated  herein by reference to
         the registrant's Form 8-K filed March 10, 2006)

10.66    Affiliation  Agreement,  dated as of March 22, 2006, by and between The
         Tube Media Corp.,  The Tube Music  Network,  Inc. and Tribune  Sinclair
         Television  Group,  Inc.  (incorporated  herein  by  reference  to  the
         registrant's Form 8-K filed March 28, 2006.)

10.67    Letter  Agreement,  dated March 22,  2006,  by and among The Tube Media
         Corp., The Tube Music Network, Inc. and Sinclair Television Group, Inc.
         (This agreement has been redacted pursuant to a confidential  treatment
         request filed with the Securities  and Exchange  Commission on the date
         hereof.) (incorporated herein by reference to the registrant's Form 8-K
         filed March 28, 2006)

10.68    Securities Purchase Agreement, dated March 22, 2006, by and between The
         Tube Media Corp. and Sinclair  Television  Group,  Inc. (This agreement
         has been redacted  pursuant to a confidential  treatment  request filed
         with the  Securities  and  Exchange  Commission  on the  date  hereof.)
         (incorporated  herein by reference to the  registrant's  Form 8-K filed
         March 28, 2006)

10.69    Common  stock  Purchase  Warrant  of The Tube  Media  Corp.  issued  to
         Sinclair  Television  Group,  Inc.  (This  agreement  has been redacted
         pursuant to a confidential  treatment request filed with the Securities
         and Exchange  Commission on the date hereof.)  (incorporated  herein by
         reference to the registrant's Form 8-K filed March 28, 2006)

10.70    Subscription  Agreement  dated as of March 31, 2006, by and between The
         Tube  Media  Corp.  and  Michael  H.  Brauser  (incorporated  herein by
         reference to the Registrant's Form 8-K filed April 5, 2006).

10.71    Subscription  Agreement  dated as of March 31, 2006, by and between The
         Tube Media Corp. and Barry Honig  (incorporated  herein by reference to
         the Registrant's Form 8-K filed April 5, 2006).


                                       86
<PAGE>

10.72    Amendment to Employment Agreement, dated as of December 29, 2005 by and
         between The Tube Media Corp. and John W. Poling (incorporated herein by
         reference to the Registrant's Form 8-K filed April 3, 2006).

10.73    Settlement  and Mutual  Release  Agreement  effective  January 16, 2006
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 13, 2006).

10.74    Guaranty  Agreement  by  David  Levy,  dated  as of  January  16,  2006
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 13, 2006).

10.75    Guaranty  Agreement  by  Donna  Levy,  dated  as of  January  16,  2006
         (incorporated  herein by reference to the  Registrant's  Form 8-K filed
         April 13, 2006).

10.76    Letter Agreement,  dated April 11, 2006, with Robert Alan Kast relating
         to $225,000  Promissory Note  (incorporated  herein by reference to the
         Registrant's Form 8-K filed April 13, 2006).

10.77    Letter Agreement,  dated April 11, 2006, with Robert Alan Kast relating
         to $150,000  Promissory Note  (incorporated  herein by reference to the
         Registrant's Form 8-K filed April 13, 2006).

10.78    Form of Purchase Agreement,  dated as of April 21, 2006, by and between
         The Tube Media Corp.  and the investors  listed on the signature  pages
         thereto.  incorporated herein by reference to the Registrant's Form 8-K
         filed April 26, 2006)

10.79    Form of Registration  Rights Agreement,  dated as of April 21, 2006, by
         and  between  The Tube  Media  Corp.  and the  investors  listed on the
         signature  pages  thereto.  (incorporated  herein by  reference  to the
         Registrant's Form 8-K filed April 26, 2006)

10.80    Form of Pledge and Security  Agreement,  dated April 21, 2006,  made by
         David Levy in favor of Nite Capital,  L.P. and acknowledged by The Tube
         Media Corp.  (incorporated herein by reference to the Registrant's Form
         8-K filed April 26, 2006)

10.81    Services  Agreement  dated as of July 13,  2005 by and between The Tube
         Music Network, Inc. and Crawford Communications, Inc.

14.1     Code of Ethics,  as amended  (incorporated  herein by  reference to the
         Registrant's Form 8-K filed August 23, 2004)

16.1     Letter regarding Change in Certifying  Accountant  (incorporated herein
         by reference to the Registrant's Form 8-K/A filed June 15, 2004)

21.1     List  of  Subsidiaries   (incorporated   herein  by  reference  to  the
         Registrant's Form 10-KSB filed March 31, 2005).

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act.

32.1     Section 906 Certification


                                       87
<PAGE>

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Fees for professional  services  provided by Weinberg & Company,  P.A.,
the Company's  independent  registered  public  accounting  firm, for the fiscal
years ended December 31, 2005 and 2004 in each of the following categories were:

                                                  Fiscal Year Ended December 31,
                                                  ------------------------------
                                                     2005               2004
                                                  -----------        -----------

Audit Fees                                            $67,968           $36,957
Audit-Related Fees                                      3,521            25,530
Tax Fees                                                   --             4,388
All Other Fees                                             --                --
Total                                                 $71,489           $66,875

         Audit Fees. The aggregate fees billed by Weinberg & Company,  P.A., for
professional  services  rendered for the audit of the Company's annual financial
statements for the fiscal years ended December 31, 2004 and 2005, and the review
of the  financial  statements  included in the  Company's  Forms 10-Q for fiscal
years ended 2004 and 2005 were $36,975 and $67,968, respectively.

         Audit-Related  Fees.  The aggregate  fees billed by Weinberg & Company,
P.A. for  assurance  and related  services  that are  reasonably  related to the
performance of the audit or review of the Company's financial statements for the
fiscal years ended  December 31, 2004 and 2005 and that are not disclosed in the
paragraph  captioned "Audit Fees" above, were $25,530 and $3,521,  respectively.
The services  performed by Weinberg & Company,  P.A., in  connection  with these
fees consisted primarily of review of our SEC filings.

         Tax Fees.  The aggregate  fees billed by Weinberg & Company,  P.A., for
professional services rendered for tax compliance,  tax advice, and tax planning
for the  fiscal  years  ended  December  31,  2004 and 2005 were  $4,388 and $0,
respectively The services  performed by Weinberg & Company,  P.A., in connection
with these fees  consisted of preparing the Company's 2004 federal and state tax
returns.

         All Other  Fees.  There were no other fees paid to  Weinberg & Company,
P.A.

     The  Company's   audit  committee   charter   provides  that  authority  to
pre-approve all audit and permitted  non-audit  services may be delegated to one
or more members of the audit  committee or a sub-committee  thereof.  During the
fiscal year ended December 31, 2005, all services  performed by the  independent
registered public accounting firm were pre-approved pursuant to the pre-approval
policies of our audit committee.


                                       88
<PAGE>

                                   Signatures

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on May 11, 2006.

                                            THE TUBE MEDIA CORP.

                                            By: /s/ David C. Levy
                                                --------------------------------
                                                    David C. Levy
                                                    President

    In  accordance  with the  requirements  of the Exchange Act, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities indicated on May 11, 2006.


By: /s/ David C. Levy
    -----------------
David C. Levy
Director and President


By: /s/John W. Poling
    -----------------
John W. Poling
Director and Chief Financial Officer

By:
    --------------
Les Garland
Director

By: /s/Gregory R. Catinella
    -----------------------
Gregory R. Catinella
Director


                                       89